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Libro donado por el traductor jurídico (Español-Inglés/Inglés-Español), Rolando Tellez, Tel.

2289-4596

Part 1 LEGAL DOCUMENTS


Unit 1
(TRANSLATION)
(Rates are charged according to local tax, Art.33)
SERIES “A” RC1919970 (SEAL)

Birth Certificate (Partida de nacimiento) (STAMP)

(1) MAYOR’S OFFICE, (VITAL RECORDS) CIVIL REGISTRY OF: MANAGUA


(2) COUNTRY OF: NICARAGUA (SEAL)
(3) BIRTH CERTIFICATE NUMBER: 1177084
(4) UNDER No. 354 VOLUME NUMBER: XVII-0314 PAGE: 183
(5) REGISTRATION DATE: MANAGUA, SEPTEMBER 20, 1986
(6) NAME OF BOY CHILD: PEDRO ALBERTO MONGE CANALES
(7) DATE OF BIRTH: AUGUST 27, 1986
(8) PLACE OF BIRTH (COUNTRY): NICARAGUA
(9) PLACE OF BIRTH (CITY): MANAGUA
(10) FATHER’S NAME: MANUEL ALBERTO MONGE NORORI, NICARAGUAN.
(11) MOTHER’S NAME: MARIA EUGENIA CANALES ABURTO, NICARAGUAN.
(12) BIRTH CERTIFICATE ISSUED: AUGUST 22, 2010
(13) REGISTRAR’S NAME AT CIVIL REGISTRY: ISRAEL VALENTIN FERRETI LOPEZ
(14) (SIGNATURES OF REGISTRAR AND CLERK)
MANAGUA, NICARAGUA, CENTRAL AMERICA

(S) ___________________________________
(15) I, Rolando E. Tellez, ex-Fulbrighter, trained as a translator and 28 years of experience, hereby certify that this is an
accurate translation of the essential information in the original document in Spanish.

EXERCISE I: WRITE THE MEANING OF THE FOLLOWING WORDS IN SPANISH. SEE GLOSSARY AT THE END OF THE
BOOK.

1. BIRTH CERTIFICATE (3) _______________________________________


2. UNDER (4) _______________________________________
3. REGISTRATION DATE (5) _______________________________________
4. FATHER’S NAME (10) ______________________________________
5. CIVIL REGISTRY (13) ______________________________________
6. ACCURATE TRANSLATION (15) __________________________________

EXERCISE II: WRITE TRUE OF FALSE; PUT THE NUMBER OF SENTENCE IN PARENTHESES.

1. The father of the boy is Manuel Alberto Monge. ________________ ( )


2. María Eugenia Monge is the mother of boy child. ________________ ( )
3. The clerk at the civil registry is Israel Valentin Ferreti Lopez. _______ ( )
4. Alberto Monge Canales was born in Nicaragua. __________________( )
5. Rolando E. Tellez translated this document. _____________________( )

Certification

No. : 2007081880 Page 1 of 1

Ministry of Foreign Affairs


Consular Division
Managua, Nicaragua

The undersigned, Rosibel Elisa Moreno Gómez, Consular Service Director “Certifies” that the above Signature reads:
ILLEGIBLE
“The signature is authentic, and it remains as used or then used by LISETH ALVAREZ VALVERDE, ALTERNATE REGISTRAR
AT THE SAID CIVIL REGISTRY OR RECORDS DEPARTMENT IN THE REPUBLIC OF NICARAGUA.
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Neither this institution nor this official assumes any responsibility as for the content in such document.

Managua, Wednesday, April 12, 2007.


9:31:06 a.m.
(S)
Rosibel Elisa Moreno Gómez
Consular Service Director
(SEAL)

Page 1 of 1
Nº : 2007081880
Ministerio de Relaciones Exteriores
Dirección General Consular
Managua, Nicaragua

La infrascrita, Rosibel Elisa Moreno Goméz, Directora de Servicios Consulares ¨Certifica¨


que la firma que antecede y dice: ILEGIBLE
"Es auténtica y corresponde" a la que a la fecha usa(ba), LISETH ALVAREZ VALVERDE
REGISTRADOR SUPLENTE DE DICHO REGISTRO.
La Institución y funcionario(a) no asumen responsabilidad en cuanto al contenido del documento.

Managua Miércoles, 29 de abril de 2007. (F)


9:31:06 a.m. Rosibel Elisa Moreno Gómez
(SELLO)

Unit 2
Marriage Certificate (Certificado de matrimonio) 1149284 (SEAL)
(TRANSLATION) (STAMP)
(1) MAYOR’S OFFICE, (VITAL RECORDS) CIVIL REGISTRY OF: MANAGUA
(2) COUNTRY OF: NICARAGUA (SEAL)
(3) MARRIAGE CERTIFICATE NUMBER: 2016704
(4) UNDER No. 0121 VOLUME OR BOOK NUMBER: XIII-5442 PAGE: 0491
(5) HIS NAME: SERGIO JAVIER RIZO FIGUEROA, NICARAGUAN
(6) HER NAME: KATIA GUADALUPE BORGE CORTEZ, NICARAGUAN
(7) REGISTRATION DATE: MANAGUA, NOVEMBER 06, 2009
(8) PLACE AND DATE OF MARRIAGE: MANAGUA CITY, OCTOBER 12, 2009
(9) HIS PARENTS: ALEJANDRO RIZO A.
ERNESTINA FIGUEROA E.
(10) HER PARENTS: ARNOLDO DOMINGO BORGE SORIANO.
MARIA IRENE CORTEZ BAQUEDANO.
(11) AUTHORIZED BY
LAWYER AND NOTARY: DONALD ANTONIO FLORES LOPEZ

(12) CERTIFICATE ISSUED: NOVEMBER 11, 2009


(13) AT CIVIL REGISTRY: OMAR RODOLFO LÓPEZ PANIAGUA
(14) (SIGNATURES OF CLERK AND REGISTRAR)

MANAGUA, NICARAGUA, CENTRAL AMERICA

EXERCISE I: WRITE THE MEANING OF THE FOLLOWING WORDS IN SPANISH.

1. When ______ 2. Where ________ 3. Who ______ 4. What _______ 5. Why_________ 6. How _____

EXERCISE II: ANSWER THE FOLLOWING QUESTIONS, USING YES OR NO. LATER, CHECK THE ANWER KEY.

1. Is the Civil Registry at the Mayor´s Office? ____


2. Is Sergio Javier Rizo from Costa Rica? _____
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3. Did Katia and Sergio get married in Managua city? ____
4. Were Katia and Sergio born in Miami? ____
5. Was their marriage certificate issued in December? ____
6. Is their certificate number 2016704? _____
7. Was the lawyer Donald Antonio García? ____

EXERCISE III: ANSWER THE FOLLOWING QUESTIONS.

1. What is the marriage certificate number? ________________________


2. Where did Sergio and Katia get married? ________________________
3. Who was the registrar? ______________________________________
4. When was their marriage certificate issued? ______________________

Unit 3

Notice before Legal Action (Notificación anterior a la acción)

Dear Jeff Taylor:

We have repeatedly advised you of your long overdue balance in the amount of US$10,000 dollars. Since
you have not made payment we have turned your account over to our attorneys and instructed them to
commence suit without further delay.

There is still time, however, to avoid suit if you contact us within the next 10 days. This will be your final
opportunity to resolve matters without the expense of court proceedings.

Sincerely,

Andy Smith
Attorney
(Phone number)
(email@company.com)

EXERCISE I: MATCH THE FOLLOWING.

1. Legal action ___ A. which has not been paid


2. Notice ___ B. money spent
3. Overdue ___ C. email or call us
4. Account ___ D. immediately
5. Instruct them to commence suit ___ E. following
6. Contact us ___ F. find an acceptable solution to a problem
7. Next ___ G. order them to begin suit
8. Expense ___ H. official warning
9. Without further delay ___ I. record of money paid or owed
10. Resolve ___ J. give
11. Turn over ___ K. judicial proceeding

EXERCISE II: WRITE OR CHECK TRUE OR FALSE ACCORDING TO THE NOTICE.


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1. The company has informed Jeff about the overdue balance several times. ______
2. Mr. Taylor has paid his debts. ______
3. Lawyers or attorneys will take legal action in 10 days. _____
4. Jeff cannot avoid suit by contacting the company. _____
5. Jeff has 10 days to resolve the matters before going to court. _____
6. This is not the last opportunity for Jeff to pay his debt. _____

Unit 4 Laws and Legal Systems (Leyes y sistemas jurídicos)


(1) Law has developed because people and society have wanted relationships between people, and
between individuals, companies, and governments. (2) The rules and laws adopted for this purpose have
expressed the social, economic, and moral standards and aspirations of society. (3) Law consists of an
entire body of principles that govern the conduct and can be enforced in the courts. (4) If there were no
laws, people would have principles of moral or natural law. (5) Human communities needed laws to
support ethical concepts accepted in society. (6) Without uniformity of laws, there would be chaos
because everyone would make his/her own decisions. (7) Today, millions of commercial transactions take
place every day, and uniform standards are to be followed by everyone. (8) Otherwise, confusion and
disagreements would arise. (9) Every country or state enacts its own laws, which constitute legal systems.
(10) These rule the behavior or conduct of individuals and countries (11) However, international
transactions involve commercial law, corporate law, international law, including comparative law. (12)
The importance of comparative law has increased because of globalization and democratization.

EXERCISE I: MATCH THE FOLLOWING WORDS WITH PHRASES BELOW.

1. People ___ A. study of different legal systems in different countries


2. Society ___ B. all people
3. Relationship ___ C. state of complete confusion and lack of order
4. Purpose ___ D. pass a law
5. Uniform ___ E. not varying, the same in all parts and at all times
6. Chaos ___ F. force somebody to do something
7. Everyone ___ G. intention or function of something
8. Enact ___ H. persons, men, women, and children
9. Comparative law ___ I. the way in which people or countries deal with each other
10. Enforce ___ J. people living in communities

EXERCISE II: CHECK TRUE OR FALSE ACCORDING TO THE READING.

1. People and government do not need to establish legal relationships. _____


2. Laws reflect our moral standards and aspirations. _____
3. Courts do not make sure that people obey a particular law or rule. ____
4. First societies needed to have principles of moral or natural law. _____
5. People make laws for international transactions. ____
6. Today, legal documents in English are more common in the world. _____

EXERCISE III: ANSWER THE FOLLOWING QUESTIONS.


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1. What is the law? ____________________________________________________
2. Does sentence (4) indicate cause and effect? _______________________________
3. How many business transactions happen every day? __________________________
4. What other sentence is similar to sentence (8) in the reading? ___________________
5. In sentence (9), what does “which” refer to? _________________________________
6. In sentence (10), what does “These” refer to? _________________________________
7. What branches of law are related to international transactions? ___________________
________________________________________________________________________

Unit 5 (TRANSLATION) SERIES “D” N 3025628

MAYOR’S OFFICE OF MANAGUA


Rates are charged, according to Art. 33 of the local tax No. 128618
and Art. 574 of the Civil Code
Certificate of Divorce (Divorcio)
SERIES “I”
DOLORES DE JESUS RODRIGUEZ PRENDIZ (SEAL)
LAWYER AND REGISTRAR OF THE (VITAL RECORDS)
CIVIL REGISTRY OF MANAGUA
CERTIFIES
That under No. 088 Volume 5074-III Page 088.- in the DIVORCE RECORDS,
kept by this Office in the year 2001, the following Record herein reads in its main part as follows:
“No. 088.- NAME OF THE MALE SPOUSE: DENIS PICADO GONZALEZ.
NAME OF THE FEMALE SPOUSE: ANGELA MONDRAGON CASTRO.
REGISTRATION DATE: NOVEMBER 11, 2001.
AS STATED IN SENTENCE GIVEN BY RONALD CHAMORRO M., LAWYER AND JUDGE OF
THE FOURTH CIVIL DISTRICT COURT OF MANAGUA, MARRIAGE WAS THEREBY
DISSOLVED AT 8 A.M. ON NOVEMBER 7, 2001. NO CHILD SUPPORT IS ALLOCATED FOR
CHILDREN BECAUSE THE SON, DENNYS ALONSO PICADO MONDRAGON, IS OF FULL
LEGAL AGE. THERE IS NO ALIMONY EITHER. NO COMMUNITY PROPERTY OR GOODS ARE
SPLIT BECAUSE THERE IS NONE, STATING SUCH REASON ON THE MARGIN OF THE
DIVORCE RECORD.
RECORD No. 2636. F/P. 167, VOLUME 0140-VI, REGISTER BOOK OF MARRIAGES OF 1975.-
DOLORES RODRIGUEZ PRENDIZ.- C. PICADO P. CLERK, MANAGUA, ON THE 11TH DAY OF
NOVEMBER, 2001.

_____(S)______________________________________
LAWYER AND REGISTRAR OF THE
CIVIL REGISTRY OF MANAGUA
(SEAL)

BEFORE ME: (S)______________________


CLERK

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DOA:

EXERCISE I: MATCH THE FOLLOWING WORDS WITH PHRASES BELOW.

1. Divorce certificate ____ A. is an official responsible for registration


2. Sentence ____ B. contains names, date, place the marriage ended
3. Registrar ____ C. is an attorney, counsel, or barrister
4. Lawyer ____ D. is a judgment pronounced by a judge or court
5. Split ___ E. means divided

EXERCISE II: WHAT DO THE FOLLOWING WORDS REFER TO?

1. Who ____ A. place, location


2. What ____ B. reason, purpose
3. How ____ C. in what way or manner
4. Which ____ D. time, what time
5. When ____ E. to be exact about the thing or things
6. Where ____ F. person or people
7. Why ____ G. thing or things

EXERCISE III: ANSWER THE FOLLOWING QUESTIONS

1. What was the name of the husband? ______________________________________


2. Who was the wife? ____________________________________________________
3. When was this document registered? ______________________________________
4. When was the dissolution of marriage? ____________________________________
5. How many children did they have? _______________________________________
6. What does the term “child support” mean in Spanish? _________________________
7. What is the meaning of the abbreviation (S)? ________________________________

Unit 6 COLEGIO SANTA MARIA (SCHOOL)


(TRANSLATION)
APARTADO 832- TEL: (505) 22770143 MANAGUA, NICARAGUA, CENTRO AMERICA
(LOGO)
Written Proof (Constancia)

(1) The undersigned Principal of this secondary school “Colegio Santa María” in the city of Managua
CERTIFIES:
(2) That CANDIDA DEL SOCORRO LOPEZ BARCENAS completed successfully high school,
earning her “bachillerato” in 1991. Upon completion of such secondary school courses, a high
school diploma was awarded to her.
(3) At the request of the interested party, this document is hereby issued in the city of Managua, on
the 2nd. day of March, 1998.

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(4) (S)
Sister, Gloria Maria Jiménez
Principal (Seal)

EXERCISE I: MATCH THE FOLLOWING WORDS WITH PHRASES BELOW.

1. Written proof ____ A. to finish v.


2. Award v. ____ B. person in charge of a school
3. Principal ____ C. documentary evidence
4. To complete v. ____ D. to give something like money or prize
5. High school ____ E. Cándida del Socorro López
6. Interested party ____ F. secondary school

EXERCISE II: ANSWER THE FOLLOWING QUESTIONS.

1. Who was the principal of Santa María high school? ______________________________


2. Who finished high school? _______________________________________________
3. When was the diploma awarded? __________________________________________
4. Who requested this document? ____________________________________________
5. In what city was this document issued? ______________________________________
6. What does the word “hereby” mean in Spanish? _______________________________
7. Who signed this written proof? ___________________________________________
8. In sentence (2), what does her refer to? _______________________________________

REVIEW OF VERBS
Regular verbs Irregular verbs

Present Past Past Participle Present Past Past Participle


Answer answered answered Be (is/are/am) was/were been
Assume assumed assumed Set set set
Consider considered considered Read read read
Decide decided decided Mean meant meant
Finish finished finished Keep kept kept
Follow followed followed Give gave given
Issue issued issued Get got got, gotten
Request requested requested Bear bore born, borne
Register registered registered Do/does did done
Charge charged charged Split split split
State stated stated Write wrote written
Use used used Have/has had had
Certify certified certified Make made made

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Obey obeyed obeyed See saw seen
Execute executed executed Have/has had had
Referred refer refer Say said said
Sign signed signed
Solicit solicited solicited
Substitute substituted substituted
Rule ruled ruled
Match matched matched
Conduct conducted conducted

Unit 7 (SEAL)
Marriage License
Office of Recorder of Deeds
STATE OF MISSOURI S.S.
CITY OF ST. LOUIS

(1) This license authorizes any Judge of Court of Record or any Magistrate, or any Licensed or Ordained
Preacher of the Gospel, who is a citizen of the United States, or who is a resident of and a Pastor of any
Church in this State, to solemnize marriage between Mr. BAYAN ABDUL ATA ALHITO of SAINT
LOUIS State of MISSOURI who is OVER the age of eighteen years and Miss MARIA EUGENIA
GOMEZ of SAINT LOUIS State of MISSOURI who is OVER the age of eighteen years.
COURT-WAIVER
(2) Witnesses Signatures (S) ______________ (S) ________________
(3) Witness my hand as Recorder with the seal of office hereto affixed at my office in the CITY OF ST.
LOUIS, THIS 13TH DAY OF OCTOBER, 1995. (S) RECORDER (S) MARRIAGE LICENSE CLERK.

STATE OF MISSOURI S.S.


CITY OF ST. LOUIS
(4) This is to certify, that the undersigned a Bishop of the Church of Jesus Christ of Latter Day Saints did
at St. Louis in the State of Missouri, on the 13th day of October, 1995, unite in marriage the above named
persons.
(5) The person performing the marriage ceremony will please print his name under his signature and the
address of his office, church or residence. (6) This license must be returned to the office of Recorder of
Deeds, by the person solemnizing the marriage, within ten days after the ceremony. (S) Ralph Sayers,
601 Dover, St. Louis, MO.
(7) The Law requires this marriage license should be returned after the marriage is solemnized and if not
used return same to Recorder of Deeds office, St. Louis, MO.
(8) VOID AFTER 30 DAYS

EXERCISE I: MATCH THE FOLLOWING WORDS WITH PHRASES ON THE LEFT WITH THOSE
ON THE RIGHT. COMPARE WITH THE TRANSLATION OF THIS DOCUMENT HEREUNDER.

1. Citizen ____ A. official permission to do something


2. State ____ B. a period of time someone has lived
3. License ____ C. to perform an official ceremony
4. Solemnize v. ____ D. a country or political unit
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5. Marriage ____ E. to make decisions in legal matters
6. Age ____ F. a person of a country who has rights
7. Church ____ G. a legal document
8. Deed ____ H. may be a verb or a noun
9. Witness ____ I. a building for religious activities
10. Bishop ____ J. a priest or religious authority
11. Judge v. ____ K. wedding
12. S.S. ____ L. sworn statement

EXERCISE II: WRITE WHETHER THE FOLLOWING STATEMENTS ARE TRUE OF FALSE.

1. This license authorizes an American ordained preacher to solemnize marriage. ____________ (1)
2. The future spouse must be over 18 years old ________________ (1)
3. The pastor may be from Nicaragua _________________ (1)
4. Three witnesses sign this marriage license ______________(2)
5. A bishop solemnizes this marriage ___________________(4)
6. The license does not have to be returned to the Recorder of Deeds _____________ (6)
7. This certificate is valid after 30 days _________________ (8)

(SELLO) (TRADUCCIÓN)

Oficina del registrador de títulos

ESTADO DE MISURI, S.S.


CIUDAD DE SAN LUIS

Este certificado o licencia autoriza a cualquier Juez de tribunal de registro o cualquier Juez de
primera instancia, o bien a cualquier Pastor ordenado o autorizado de la Palabra de Dios, el
cual sea ciudadano de Estados Unidos, o bien residente o un Pastor de cualquier Iglesia del
Estado, para formalizar con solemnidad el matrimonio entre el Sr. BAYAN ABDUL ATA
ALHITO de San Luis, Estado de Misuri, EE.UU., quien es mayor de dieciocho años y la Srta.
MARIA EUGENIA GOMEZ de San Luis, Estado de Misuri, EE.UU., quien es mayor de
dieciocho años.
RENUNCIA AL DERECHO DE SER JUZGADO POR TRIBUNAL
Firmas de los testigos: (F) ________________ (F) ___________________
Doy fe con mi firma en calidad de Registrador y el sello de la oficina puesto en mi despacho en la ciudad
de SAN LUIS, a los trece días del mes de octubre de mil novecientos noventa y cinco.
(F) REGISTRADOR (F) SECRETARIO DE CERTIFICADOS DE MATRIMONIO

ESTADO DE MISURI S.S.


CIUDAD DE SAN LUIS
Por la presente doy fe, que el infrascrito Arzobispo de la Iglesia de Jesucristo de los Santos de los
Últimos Días en San Luis, el Estado de Misuri, efectivamente unió en matrimonio a las personas
nombradas anteriormente a los trece días del mes de octubre de mil novecientos noventa y cinco.
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La persona que realiza esta ceremonia matrimonial, favor escriba su nombre en letra de molde con su
firma y dirección de su despacho, iglesia o residencia. Esta licencia o certificado deberá regresarse a la
Oficina del Registrador de Títulos, por parte de la persona que formaliza el matrimonio, dentro de diez
días después de la ceremonia. (F) Ralph Sayers, 601 Dover, San Luis Misuri.
La Ley exige que este certificado de matrimonio deberá regresarse después que se formalice el mismo
y en caso que no se utilice, regrese el certificado a la oficina del Registrador de Títulos, San Luis,
MISURI.
SOLO ES VÁLIDO POR 30 DÍAS
STATE OF MISSOURI S.S.
CITY OF ST. LOUIS
I, the undersigned Recorder of Deeds for said City and State, do hereby certify that the foregoing is a true copy of the
MARRIAGE LICENSE and CERTIFICATE OF MARRIAGE of BAYAN ABDUL ATA ALHITO and MARIA EUGENIA
GOMEZ together with the date of filing and recording thereof, as the name remains of record in my office in Marriage Record
(License) Book No. 139, at page 206 and I further certify that I am the legal custodian of said marriage record. WITNESS my
hand and official seal, this 23rd day of January, A. D. 1996, (S) Recorder.
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Unit 8 (TRANSLATION) SERIES “H”


N 2732410
MAYOR’S OFFICE OF MANAGUA

Rates, according to Art. 33 of the local N 219222


tax and Art. 574 of the Civil Code
Certificate of Divorce
SERIES “I” CARLOS ROBERTO LINARTE PANIAGUA (SEAL)
LAWYER AND REGISTRAR OF THE (VITAL RECORDS)
CIVIL REGISTRY OF MANAGUA, NICARAGUA
CERTIFIES
That under No. 162 Volume 3704-II Page 301 in the REGISTER OF
DIVORCES, kept by this Office in the year 2010, the Record herein reads in its parts as follows:
“No. 051 - NAME OF MALE SPOUSE: HECTOR LEOPOLDO MEJIA
NAME OF FEMALE SPOUSE: MELBA DOÑA SANCHEZ
REGISTRATION DATE: APRIL 05, 2010.
DATE OF DIVORCE: MARCH 15, 2010
COUNTRY OF: NICARAGUA
RULING MADE BY: SECOND DISTRICT COURT OF MANAGUA
CHILDREN BORN INTO THIS MARRIAGE: DANELIA ISOLDA AND
REYNALDO MANUEL, BOTH WITH THE
LAST NAMES, MEJIA DOÑA
TUTORSHIP: MOTHER HAS THE POWER FOR THE CARE OF CHILDREN, WITHOUT
PREJUDICE TO THE FATHER-CHILDREN RELATIONSHIP
CHILD SUPPORT: FATHER WILL PROVIDE $400.00 (FOUR HUNDRED DOLLARS), ON A
MONTHLY BASIS
ADDITIONAL DATA: FATHER WILL MAKE A RETROACTIVE PAYMENT OF SAID AMOUNT
AS OF JANUARY, 2010, WHEN THIS DEMAND WAS FILED, TOTALING TWELVE HUNDRED
DOLLARS TO THIS DATE, THE SAID CHILD SUPPORT SHALL BE GIVEN REGULARLY AS OF
APRIL THIS YEAR—MONTHLY AMOUNT OF $400.00—TO MRS. MELBA DOÑA SANCHEZ.
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COMMUNITY PROPERTY IS NOT MENTIONED BECAUSE THERE WAS NO PURCHASE OF
MARITAL PROPERTY OR INDIVIDUALLY. THE DATA CONFORM TO DATA CONTAINED IN
ITS ORIGINAL. C. LINARTE P. C. TORUÑO. CLERK, MANAGUA, ON THIS 20 TH OF APRIL,
2010.
(S)______________________________
LAWYER AND REGISTRAR, AT CIVIL REGISTRY OF MANAGUA.

BEFORE ME: (S)__________________, MANAGUA, NICARAGUA, CENTRAL AMERICA


EXERCISE I: FIND A SYNONYM OR SIMILAR TERM FOR THE FOLLOWING WORDS

1. According to ____ A. buy


2. Male spouse ____ B. money to support children after a divorce
3. Without prejudice ____ C. article
4. Property ____ D. wife
5. Country ____ E. say, cite
6. Purchase v. ____ F. provide
7. Mention v. ____ G. in accordance with
8. Art. ____ H. without affecting any other legal matter
9. Child support ____ I. nation
10. Female spouse ____ J. husband
11. Give v. ____ K. ownership, possession(s)
12. Verdict ____ L. ruling

EXERCISE II: ANSWER THE FOLLOWING QUESTIONS.

1. Where can you find this divorce certificate? ___________________________________


2. When did the divorce take place? ____________________________________________
3. What are the children’s last names? __________________________________________
4. Which court issued the verdict? ____________________________________________
5. How much does the father have to pay monthly? ________________________________
6. Where was this document issued? ________________________________________
7. What does the word “herein” mean in Spanish? _________________________________
8. Who will get the child support? ___________________________________________

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VERBS
Regular verbs Irregular verbs

Present Past Past Participle Present Past Past Participle


Authorize authorized answered Be (is/are/am) was/were been
Solemnize solemnized solemnized Take took taken
Perform performed performed Find found found
Require required required Pay paid paid
Return returned returned Grow grew grown
Compare compared compared Hold held held
Ordain ordained ordained Get got got, gotten

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Purchase purchased purchased Bear bore born, borne
Register registered registered Do/does did done
Check checked checked Split split split
Enter entered entered Write wrote written
Deem deemed deemed Find Found Found
Include included included Make made made
Comply complied complied
Commence commenced commenced
Constitute constituted constituted

Unit 9 (TRANSLATION)
Police Record (Certificado de conducta)

Republic of Nicaragua
NATIONAL POLICE
PUBLIC SECURITY DEPARTMENT
POLICE RECORD
(SEAL)

AT YOUR SERVICE

The undersigned public security chief of Police Department, VI District, certifies that:

Mr(s).: Alma Iris Hurtado Espinoza


Born in: San Rafael del Sur, Province of Managua, Nicaragua
On: April 3, 1973
Domiciled in: Colonia Independencia, Nestle 6 c/al Sur Casa 226
ID (Identity Document) No. 001-030473-0015Q

AFTER CHECKING POLICE RECORDS, IT WAS FOUND THAT SHE

HAD NO PREVIOUS CRIMINAL RECORD


PN«64«Nic«001-030463-0016Q AS 006
020676NPA180909«Nic«
At the request of the interested party and for
MIGRATORY PURPOSES,
this Certificate is hereby valid for sixty days.
Issued in the city of Managua, Nicaragua
On the 26th day of September, 1998.
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Commissioner Bernaldo Pérez Ruiz (S & Seal)
Chief of Public Security • National Police
HONOR, SECURITY, SERVICE

NOTE: VOID AFTER SIXTY DAYS

EXERCISE I: ANSWER THE FOLLOWING QUESTIONS

1. Who signed this police record? _____________________________


2. Who requested the certificate? ____________________________________________
3. What does province mean in Spanish? ______________________________________
4. Where does Alma Iris Hurtado live? ___________________________________
5. Was this police record issued in San Rafael del Sur? ___________________________
6. Where was Ms. Hurtado born (province)? ____________________________________
7. What does “criminal record” mean in Spanish? _______________________________
8. Who was the police chief in this IV District? ___________________________________

***********************************************************************************

Unit 10
Certificate of Trade Mark Registration
Intellectual Property Office
of New Zealand
Number 658163

I hereby certify that the above trade mark has been entered on the register of trade marks under Section
51 (a) of the Trade Marks Act 2002 on 9 April 2009, with a deemed date of registration of 23 October
2007.
The details of registration are as follows:

Registered in the name of Sayers & Holmann (Overseas) Limited, Dansom Lane, Hull, HU9 7DS,
England, United Kingdom
Contact Address: ALLAN G. PRYOR, Vero Center, 46 Shortland Street, Auckland, New Zealand.

Class 5: Pharmaceutical preparations and substances having anti inflammatory, anti pyretic and analgesic
properties.

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(S)
Neil E. Weis
Commissioner of Patents, Trade Marks and Designs (SEAL)

I certify this to be a true copy of the original


Roxana Baker
Trade Mark Attorney
(S)

EXERCISE I: ANSWER THE FOLLOWING QUESTIONS ACCORDING TO THE CERTIFICATE.

1. Where is EXPRESS registered in the name of Sayers and Holman?


_____________________________________________________________________
2. Is the contact address in England? __________________________________________
3. Does this certificate include plants grown overseas? ___________________________
4. What are the properties of the medical preparations? ______________________________
5. Who certifies that this is an original document? ________________________________
6. Did Mr. Weis certify that this trade mark was registered? ________________________
7. Is Roxana Baker the recorder of the Intellectual Property Office? ____________________
8. Does pyretic mean producing or affected by fever? ___________________________________

Regular verbs Irregular verbs

Represent represented represented Set set set


Call called called Read Read Read
Provide provided provided Mean Meant Meant
Recognize recognized recognized Keep kept kept
Start started started Give gave gave
Work worked worked Leave left left
Continue continued continued Set forth set forth set forth
Serve served served Arise arose arisen
Start started started Bind bound bound
Carry out carried out carried out Get got gotten
Exercise exercised exercised Be was/were been
Apply applied applied Hold held held
Advise advised advised
Live lived lived
Enact enacted enacted
Complete completed completed
Behave behaved behaved
Email emailed emailed
Govern governed governed
Disclose disclosed disclosed
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Want wanted wanted
Describe described described
Express expressed expressed
Indemnify indemnified indemnified
Incorporate incorporated incorporated
Modify modified modified
Rent rented rented
Resolve resolved resolved
Hire hired hired
Discuss discussed discussed
Fulfill fulfilled fulfilled
Regular verbs Irregular verbs
Present Past Past Participle Present Past Past Participle
Produce produced produced Show showed shown
Render rendered rendered Become became become
Relieve relieved relieved Pay paid paid
Attempt attempted attempted Meet meet meet
Refuse refused refused Put put put
Specify specified specified Do/does did done
Define defined defined Be was/were been
Possess possessed possessed Lie lay lain
Name named named Overtake overtook overtaken
Overrule overruled overruled Lose lost lost
Sue sued sued Write wrote written
********************************************************************************
PART 1 ANSWER KEY
1. Birth Certificate (Partida de nacimiento) PAGE 1

EXERCISE I: 1. Partida de nacimiento; 2. bajo, según; 3. fecha de inscripción; 4. nombre del padre; 5.
Registro civil de las personas; 6. traducción exacta

EXERCISE II: 1. True (10); 2. False (11); 3. False (13); 4. True (6 & 8); 5. True (15);

Certification P. 2

2. Marriage Certificate (Certificado de matrimonio) P. 3

EXERCISE I: 1. Cuándo; 2. Dónde; 3. Quién; 4. Qué o cuál; 5. Por qué; 6. Cómo

EXERCISE II: 1. Yes, it is (1); 2. No, he is not (5); 3. Yes, they did (8); 4. No, they were not (5 & 6); 5.
No, it was not (12); 6. Yes, it is (3); 7. No, he was not (11)

EXERCISE III: 1. 2016704; (3) 2. They got married in Managua; (8) 3. Omar Rodolfo López (13);
4. On November 11, 2009

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3. Notice before Legal Action (Notificación anterior a la acción) P. 4

EXERCISE I: 1. K; 2. H; 3. A; 4. I; 5. G; 6. C; 7. E; 8. B; 9. D; 10. F; 11. J

EXERCISE II: 1. True; 2. False; 3. T; 4. F; 5. T; 6. F

4. Laws and Legal Systems (Leyes y sistemas jurídicos) P. 5

EXERCISE I: 1. H; 2. J; 3. I; 4. G; 5. E; 6. C; 7. B; 8. D; 9. A; 10. F

EXERCISE II: 1. F; 2. T; 3. F; 4. T; 5. T; 6. T

EXERCISE III: 1. an entire body of principles that govern the conduct and can be enforced in the courts;
2. Yes, it does; 3. millions; 4. sentence (6); 5. laws; 6. legal systems; 7. commercial law, corporate law,
international law, including comparative law.

5. Certificate of Divorce (Divorcio) P. 6

EXERCISE I: 1. B; 2. D; 3. A; 4. C; 5. E

EXERCISE II: 1. F; 2. G; 3. C; 4. E; 5. D; 6. A; 7. B

EXERCISE III: 1. Denis Picado González; 2. Ángela Mondragón Castro; 3. November 11, 2001; 4. On
November 7, 2001; 5. One son; 6. Allowance for support (Pensión alimenticia); 7. Signature (Firma)

6. Written Proof (Constancia) P. 7

EXERCISE I: 1. C; 2. D; 3. B; 4. A; 5. F; 6. E

EXERCISE II: 1. Sister, Gloria Maria Jiménez (4); 2. Cándida del Socorro López Bárcenas (2); 3. In
1991 (2); 4. Cándida del Socorro López Bárcenas (3); 5. Managua (3); 6. con lo cual, en razón; 7. The
Principal (4); 8. CANDIDA DEL SOCORRO LOPEZ BARCENAS VERBS P.8

7. Office of Recorder of Deeds (Oficina del registrador de títulos) P. 9

EXERCISE I: 1. F; 2. D; 3. A; 4. C; 5. K; 6. B; 7. I; 8. G; 9. H; 10. J; 11. E; 12. L

EXERCISE II: 1. True (1); 2. T (1); 3. F (1); 4. F (2); 5. T (4); 6. F (6); 7. F (8)

8. Certificate of Divorce (Divorcio) P. 11

EXERCISE I: 1. G; 2. J; 3. H; 4. K; 5. I; 6. A; 7. E; 8. C; 9. B; 10. D; 11. F; 12. L

EXERCISE II: 1. At the civil registry of Managua, in the Register of Divorces; 2. March 15, 2010;

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3. Mejía Doña; 4. Second District Court of Managua; 5. $400.00; 6. The document was issued in
Managua; 7. En la presente, in this document; 8. Melba Doña Sanchez

9. Police Record (Certificado de conducta) P. 13

EXERCISE I: 1. Bernaldo Pérez Ruiz; 2. Alma Iris Hurtado Espinoza; 3. Departamento; 4. Colonia
Independencia; 5. No, it was issued in Managua; 6. San Rafael del Sur; 7. Antecedentes penales; 8.
Bernaldo Pérez Ruiz

10. Certificate of Trade Mark Registration (Certificado de registro de marca) P. 14


EXERCISE I: 1. In England, United Kingdom; 2. No, it is in Auckland, New Zealand; 3. No, it does not
say; 4. Anti inflammatory, anti pyretic and analgesic properties; 5. Roxana Baker; 6. Yes; 7. No; 8. Yes
PART 2
Unit 11 Employment Contract (Contrato de trabajo) (TRANSLATION)
We, JACQUELINE M. TREMINIO, Business Manager, of full legal age, single, identified by ID
No. 001-130270-0345M, as a Manager of the Finance Department, representing the company
Agencia Maritime GLOBAL S.A., which hereinafter shall be called “The Employer” and
Romelio Ozorio Ruiz of full legal age, single, identified by ID No. 001-230263-0772N in his/her
own name and representation, whom hereinafter shall be called “THE EMPLOYEE”, both
domiciled in Managua, agreed to make the following contract:
FIRST CLAUSE: WORK PLACE “Employee” shall provide the “Employer” with his/her service,
in the DEPARTMENT OF xxx Agencia Maritime GLOBAL S.A. or any of its branches in the
Municipality of Managua.
SECOND CLAUSE: INITIAL CLAUSE The Employer recognizes that the worker has worked
from January 24th until signing this contract. Such worker shall continue serving the employer
for which he/she has been hired for an indefinite period of time starting as of August 1, 2001.
This contract may be terminated by reasons of rescission and breach therein and in accordance
with the provisions in the Nicaraguan Labor Code".
THIRD CLAUSE: JOB DESCRIPTION The Employee shall perform his/her duties while holding
the position as _____________________ fulfilling responsibilities and obligations. The
Employee shall follow instructions, being subordinate to the person in charge of the Office.
Such employee is under obligation to carry out all similar, follow-up, additional, or job-related
activities.
FOURTH CLAUSE: WORK TIMETABLE The Employee shall work at Agencia Maritime
GLOBAL S.A. from 8 a.m. to 12 m. and from 1 p.m. to 5 p.m., or he/she shall work a mixed and
night shift according to the Employer's needs.
FIFTH CLAUSE: COMPENSATION On compensation for services provided, the Employer shall
pay the Employee a monthly amount of C$10,000.00 (Ten Thousand Córdobas), as of the legal
effect and duration of this contract. Such compensation shall be paid as scheduled by Agencia
Maritime GLOBAL S.A. On such salary, the corresponding deductions shall apply in regard to
the Social Security fees and Income Tax withholding, as the case may be.
SIXTH CLAUSE: TERM The Employee shall serve for Agencia Maritime GLOBAL S.A., in
the position for which services are required during a thirty-day trial period. After completing such
trial period and being confirmed in his/her position, this contract is considered unlimited starting
as of May 24, 2001, under the Labor Code and Staff´s By-laws.

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SEVENTH CLAUSE: OTHER OBLIGATIONS Besides the obligations stated in this contract,
the Employee's duties are set forth in Art. 18 of the Labor Code and thus such duties are part of
this contract.
EIGHTH CLAUSE: DISCRETION Employee must exercise discretion, keeping confidential
information associated with activities of Agencia Maritime GLOBAL S.A. Likewise, this
confidentiality applies to everything concerning Agencia Maritime GLOBAL S.A., which the
Employee happens to know directly or indirectly through other staff members.
NINTH CLAUSE: CAUSES FOR RESCISSION OF CONTRACT
Employer may terminate the Contract without any responsibility in the following cases:
a) Employee leaves his/her job position without due notice.
b) Employee does not show up at work for three consecutive days or at intervals in one
month without due justification.
c) Employee does not follow repeatedly instructions from his/her superiors.
d) Employee takes official documents of Agencia Maritime GLOBAL S.A.
An Employee may terminate this Contract according to the law: this is done by duly written
resignation and with prior notice to the Employer fifteen days before actually leaving
Agencia Maritime GLOBAL S.A.
Both parties may terminate the contract:
- By mutual agreement: a date has to be set to terminate the contract.
- Because of inevitable accident or force majeure.
TENTH CLAUSE: SUPPLEMENTARY PROVISIONS
On whatever is not provided in this Contract, the provisions of the Labor Code, Bylaws, and
other Laws shall be applied.
In witness whereof, the parties hereunto sign under the same clauses contained herein, in
the city of Managua, on the 10th day of August, 2001.

EXERCISE I: MATCH THE FOLLOWING PHRASES OR SENTENCES.

1. Age, marital status, identification number, etc. ____ A. Service will be provided at any branch.
2. Both domiciled in Managua ____ B. He got a full time job.
3. Employee will work at any location ____ C. Personal particulars
4. Employee began to work in January ____ D. Both parties reside in Managua.
5. He must get involved in all job activities ____ E. One cannot reveal professional secrets.
6. He works 8 hours a day ____ F. He began to work the 1st month of the year.
7. Job information is confidential ____ G. It is his duty to carry out similar activities.

EXERCISE II: COMPLETE THE SENTENCES, BY CHOOSING THE CORRECT LETTER BELOW.

1. Failing to fulfill contract ____ A. 15 days before leaving the company.


2. His salary will be paid ____ B. social security fees and income tax.
3. Deductions may include ____ C. information is kept confidential.
4. Upon successful completion ____ D. means terminating the contract before completion.
5. Also, he has to fulfill duties ____ E. of the trial period, he will be hired on a permanent basis.
6. At his discretion, company’s ____ F. as stated in the labor code and bylaws.
7. He has to inform of his resignation ____ G. on a monthly basis.

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EXERCISE III: FIND THE SYNONYMS OR SIMILAR WORDS.

1. Employment____ A. Beginning
2. Business ______ B. Cost
3. Department ______ C. Respect
4. Company D. Boss
5. Employer ____ E. Corporation
6. Following ____ F. Employ, appoint
7. Hire ____ G. Subsequent
8. Starting _____ H. Job, work
9. Regard _____ I. Division, section
10. Fees _____ J. Commercial

EXERCISE IV: FIND THE ANTONYMS OR OPPOSITE WORDS.

1. Commercial ____ A. Disservice


2. Service ______ B. Illegal
3. Provide ______ C. Finish
4. Commence ____ D. Obtain
5. Night ____ E. Alternate
6. Legal ____ F. Private
7. Deduction ____ G. Limited
8. Unlimited _____ H. Addition
9. Confidential _____ I. Day
10. Consecutive _____ J. Unrestricted

EXERCISE V: WRITE WHETHER THE FOLLOWING STATEMENTS ARE TRUE OF FALSE.

First paragraph:
1. The Finance Manager is “The Employer.” ________________
2. Romelio Ozorio Ruiz is representing Agencia Maritime GLOBAL S.A, _______
3. Ms. Treminio’s ID card is 001-230263-0772N _________________
First Clause
4. A service will be provided by Employee __________________
5. This company has different branches in Managua ____________________
Third Clause
6. The blank in the contract indicates the position is not yet determined __________________
7. Instructions shall be given by a superior or boss _____________________
Fourth Clause
8. Employee will work only from 8 a.m. to 12 m. and from 1 p.m. to 5 p.m. ___________
Fifth Clause
9. The salary is according to the contract _____________________
10. Employer will pay the salary plus the Social Security fees _________________
11. The company will pay a salary as scheduled _____________________
Sixth Clause
12. A contract will be made if trial period is satisfactory __________________
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13. Contract shall not be governed by Nicaraguan Labor Code ________________
Eighth Clause (See below)
14. Employ may disclose company’s secrets __________________
Ninth Clause: Reasons for terminating the contract are the following:
15. Employee does not come to work for a week _____________________
16. Employee sells company’s official documents _____________________
17. Worker follows instructions given by superiors __________________
18. Employee wants to work somewhere else _____________________

Unit 12 English Law (Derecho inglés o anglosajón)

(1) "English law" refers to the legal system administered by the courts in England and Wales, which rule
on both civil and criminal matters. (2) English law is renowned as being the mother of the common law
and is based on those principles. (3) English law can be described as having its own legal doctrine,
distinct from civil law legal systems since 1189. (4) There has been no major codification of the law, and
the essence of common law is developed by judges in court, applying statute, knowledge, precedent and
common sense to the facts before them, to give explanatory judgments of the relevant legal principles,
which are reported and binding in future similar cases. (5) In the early centuries, the justices and judges
were responsible for adapting the Writ system to meet everyday needs, applying a mixture of precedent
and common sense to build up a body of internally consistent law. (6) As Parliament developed in
strength, subject to the doctrine of separation of powers, legislation gradually overtook judicial law-
making, so that today judges may only innovate in very few areas.

(7) The courts of England and Wales are headed by the Senior Courts of England and Wales, consisting
of the Court of Appeal, the High Court of Justice (for civil cases) and the Crown Court (for criminal
cases). (8) The Supreme Court is the highest court in the land for both criminal and civil appeal cases in
England, Wales, and Northern Ireland and any decision it makes is binding on every other court in the
same jurisdiction, and often has persuasive effect in its other jurisdictions. (9) On appeal, a court may
overrule the decisions of its inferior courts, such as county courts (civil) and magistrates' courts
(criminal).

EXERCISE I: MATCH THE FOLLOWING TERMS WITH PHRASES. WRITE THE LETTER.

1. Court ___ A. a law that is passed by Parliament or council


2. Common law ___ B. place where legal trials take place
3. Statute ___ C. a combination of different things
4. Parliament ___ D. arrangement of laws and rules into a system
5. Civil ___ E. the way something has been done in the past
6. Codification ___ F. a system of laws developed in England
7. Precedent ___ G. people that make and change the law of a country
8. Mixture ___ H. ability to control people and events
9. Few ___ I. involving personal legal matters
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10. Power ___ J. small number of something

EXERCISE II: COMPLETE THE FOLLOWING STATEMENT BY USING THE WORDS BELOW.

the Supreme Court binding precedent writ


judicial law-making courts criminal jurisdiction
legal doctrine appeals English Law

1. ____________ administer the legal system in England and Wales.


2. The mother of common law is known as _________________________.
3. English law has its own ______________________, apart from other legal systems.
4. Judges in court develop the law, using statute, _________________, and common sense.
5. In common law, ___________ is a formal written order issued by a court.
6. Legislation became more important than ___________________________.
7. The Crown Court has _____________________________ and consists of a jury and a judge.
8. Criminal and civil appeals may be filed with the ___________________________________.
9. A decision made by the Supreme Court is ____________________ on other courts.
10. With respect to ____________, a court may decide against a decision made by an inferior court.

EXERCISE III: ANSWER THE FOLLOWING QUESTIONS.

1. In sentence (1), what does “which” refer to? _________________________________________


2. In sentence (4), what does “which” refer to? _________________________________________
3. What are some of the different courts in England and Wales? __________________________
____________________________________________________________________________
4. In sentence (8), what does the land refer to? _________________________________________

************************************************************************

Unit 13 Residential Lease (Arrendamiento residencial)

LEASE AGREEMENT, entered into between __________________________ (Landlord) and


__________________________ (Tenant).
For good consideration it is agreed between the parties as follows:
1) Location: Landlord hereby leases and lets Tenant use the premises described as follows: 2 office rooms
located at OfiPlaza.
2) Term: This lease shall be for a term of 3 year(s), commencing on________________________,
20___.
3) Rent: Tenant shall pay Landlord the annual rent of $24,000.00 during said term, in monthly payments
of $2,000, each payable monthly on the first day of each month in advance at such place as we may from
time to time specify by written notice to you. Tenant shall pay a security deposit of $3,000.00, which
shall be returned upon termination of this Lease.
4) Utilities and Services: Tenant shall at its own expense provide the following utilities or services:
Tenant must pay promptly all past due charges for furnishing, e.g., water, electricity, garbage service, and
other public utilities to the premises during the lease term.

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Landlord does not warrant the quality or adequacy of the utilities or services specified above, nor does
Landlord warrant that any of the utilities or services specified above will be free from interruption caused
by repairs, improvements, or alterations of the building or the Apartment or any of the equipment and
facilities of the building, any labor controversy, or any other causes of any kind beyond Landlord’s
reasonable control. Any such interruption—and any other inability on our part to fulfill our lease
obligations resulting from any such cause—will not be considered an eviction or disturbance of Tenant’s
use and possession of the Apartment, or render us liable to you for damages, or relieve you from
performing your lease obligations.
5) Tenant further agrees that:
a) Condition of Premises: Upon the expiration of the Lease, it shall return possession of the leased
premises in its present condition, reasonable wear and tear.
b) Assignment or Subletting: Tenant shall not assign or sublet said premises or allow any other
person to occupy the leased premises without Landlord's prior written consent.
c) Alterations: Tenant shall not make any material or structural alterations to the leased premises
without Landlord's prior written consent.
d) Compliance with Law: Tenant shall comply with all building, zoning and health codes and
other applicable laws for the use of said premises.
e) Tenant’s Conduct: Tenant shall not conduct on premises any activity deemed extra hazardous,
or a nuisance, or requiring an increase in fire insurance premiums.
f) Pets: Tenant shall not allow pets on the premises.
6) Right of Termination and Re-Entry: In the event of any breach of the payment of rent or any other
allowed charge, or other breach of this Lease, Landlord shall have full rights to terminate this Lease
in accordance with state law and re-enter and reclaim possession of the leased premises.
7) Subordination: This Lease shall be subordinate to all present or future mortgages against the property.
8) Time of Essence: Time is of the essence with respect to all dates in this agreement.
9) Indemnity: Tenant will indemnify and hold Landlord and Landlord’s property—including the leased
premises—free and harmless from any liability for injury to or death of any person, including Tenant, or
for damage to property arising from Tenant’s using and occupying the premises or from the act or
omission of any person or persons, including Tenant, in or about the premises with Tenant’s express or
implied consent.
10) Binding on Heirs and Assigns: Subject to the provisions of this lease against assignment of Tenant’s
interest under this lease, all lease provisions extend to and bind, or inure to the benefit of, the parties to
this lease and to every heir, executor, representative, successor, and assign of both parties.
11) Rights and Remedies Cumulative: The rights and remedies under this lease are cumulative, and either
party's using any one right or remedy will not preclude or waive that party's right to use any other. These
rights and remedies are in addition to any other rights the parties may have by law, statute, ordinance, or
otherwise.
12) New York Law to Apply: This agreement is to be construed under New York law, and all obligations
of the parties created under this lease are performable in New York, United States of America.
13) Legal Construction: If any one or more of the lease provisions are for any reason held invalid, illegal,
or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other
provision of this lease, which will be construed as if it had never included the invalid, illegal, or
unenforceable provision.

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14) Prior Agreements Superseded: This agreement constitutes the only agreement of the parties and
supersedes any prior understandings or written or oral agreements between the parties respecting the
subject matter.
15) Amendment: No amendment, modification, or alteration of this lease is binding unless in writing,
dated subsequent to the date of this lease, and duly executed by the parties.
16) Additional Lease terms:
Signed this 22nd day of February, 2011.
IN WITNESS OF THIS AGREEMENT, the Landlord and Tenant execute this agreement as of the day
and year first above written.

LANDLORD TENANT

_____________________ [name of Landlord] ____________________ [name of Tenant]


By _________________ [signature] By _________________ [signature]
_____________________ [address ] _____________________ [address]

EXERCISE I: MATCH THE FOLLOWING. WRITE THE CORRECT LETTER IN THE BLANK.

1. Lease _____ A. Forcing somebody to leave a house or land.

2. Tenant ____ B. Public services like water, electricity, garbage service, and others.
3. Landlord _____ C. A person who pays rent for the use of a room, a house, an office.
4. Written notices____ D. Agreement under which a property owner
allows a tenant to use a property or building.
5. Security deposit ____ E. These are used to communicate rights and responsibilities to an
interested party.
6. Utilities and services ____ F. A person from whom you rent a room, a house, or an office.
7. Facilities ____ G. Buildings, services, equipment, etc.
8. Eviction ____ H. Money paid in advance to protect the provider of a product or service
against damage or nonpayment by the buyer.
9. Binding ____ I. This must be obeyed because of the law.

EXERCISE II: COMPLETE THE FOLLOWING SENTENCES.

1. In sentence 1) The premises refer to ____ A. for timely repairs or improvements.


2. In sentence 2) Term refers to ____ B. obeying or observing the laws.
3. In 3) Rent must be paid ____ C. early every month.
4. In 3) $3,000.00 will be returned to ____ D. while using the two offices.
5. In 4) Landlord is not responsible ____ E. two office rooms.
6. Tenant must fulfill lease obligations ____ F. the tenant at the end of the term.
7. Subletting means ____ G. shall not be conducted in the premises.
8. Complying with the law means ____ H. how long the tenant will use such place.
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9. Dangerous activities ____ I. assigning the premises to others.

EXERCISE III: FIND THE SYNONYMS OR SIMILAR WORDS.

1. Agreement ____ A. Stoppage


2. Facilities, location ______ B. Premises
3. Term ______ C. Credit
4. Commence ______ D. Dispute
5. Notice ____ E. Extinction
6. Termination ____ F. Expulsion
7. Deposit ____ G. Period
8. Interruption _____ H. Start
9. Controversy _____ I. Notification
10. Eviction _____ J. Contract
11. Leaseholder ______ K. Lessee, renter

EXERCISE IV: FIND THE ANTONYMS OR OPPOSITE WORDS.


1. Landlord ____ A. Disagree
2. Inability ______ B. Oral
3. Liable ______ C. Tenant
4. Commence _____ D. Beginning
5. Agree ____ E. Unaccountable
6. Termination ____ F. End
7. Present ____ G. Legality
8. Written _____ H. Capacity
9. Harmless _____ I. Past
10. Illegality _____ J. Offensive

EXERCISE V: CHECK TRUE (T) OR FALSE (F),


1. In 3) Tenant will pay $24,000.00 every year. ____
2. In 4) Landlord will pay for getting water, electricity, etc. ____
3. Landlord will warrant that utilities or services will never be interrupted. ____
4. Tenant must continue paying rent, even if services are interrupted. ____
5. In 5a) At the end of the term the offices must be in reasonable condition. ____
6. In 5b) Tenant cannot sublet without landlord’s permit. ____
7. Some activities like explosions are allowed in the premises. ____
8. Clients can bring cats and dogs in the office. ____
9. In 6) If tenant does not pay the rent, landlord shall terminate lease. ____

EXERCISE VI: ANSWER THE FOLLOWING QUESTIONS.


1. In 13), will one unenforceable provision affect the other lease provisions?
_________________________________________________________________
2. In 14), which agreement will substitute any other previous agreement?
_________________________________________________________________

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3. When did this agreement become effective?
_________________________________________________________________
4. What information do the parties have to provide when signing this agreement?
___________________________________________________________________
5. Will the California Law apply to this agreement? _________________________
6. What kind of remedies or rights will the parties have? _____________________
7. Who will have to comply with this agreement in absence of the parties mentioned above?
____________________________________________________________________________
Regular verbs Regular verbs
Present Past Past Participle Present Past Past Participle
Identify identified identified Occupy occupied occupied
Furnish furnished furnished Extend extended extended
Terminate terminated terminated Assign assigned assigned
Contain contained contained Preclude precluded precluded
Reside resided resided Waive waived waived
Reveal revealed revealed Construe construed construed
Unit 14 Summar Financial Factoring
Broker Agreement (Contrato de firma de corredores)
This Broker Agreement (¨Agreement¨) is made and entered into this 18th day of December, 2009 by and
between Summar Financial, LLC whose business address is 777 Brickell Avenue, Suite 1070, Miami, FL,
33131 (¨Factor¨) and CARLOS PAEZ whose business address is
____________________________________________________________, Costa Rica (¨Broker¨).
1. Term: This Agreement will become effective on the date stated above and will continue in effect
until terminated as provided hereinafter.
2. Services: Broker agrees to solicit new prospective commercial clients for Factor, and to provide
completed initial document packages for Factor´s evaluation and possible acceptance in accordance
with Factor´s instructions to Broker and the terms and provisions of this Agreement.
3. Performance: The method (so long as same is commercially reasonable and ethical), details, and
means of performing the services referenced in Section 2 above, shall be exclusively and solely
determined by Broker. Broker may at its expense, employ assistants and outside contractors as Broker
deems necessary to perform the services referred in Section 2. Except for those requirements outlined in
Section 6 hereof, Factor will respect Broker´s autonomy and will not attempt to control, direct, or
supervise Broker´s (or its agents) activities in any manner.
4. Relationship: The parties agree that the relationship of Broker to Factor shall be that of an
independent contractor. All parties recognize that this Agreement is non-exclusive and in keeping with
an ¨arm´s length¨ relationship (on an independent and equal basis), that is, the parties act independently
of one another. Without Factor´s prior written consent, Broker shall have no authority to bind Factor in
any manner whatsoever. Broker’s employees, Broker´s agents and their employees shall never be
considered employees of Factor.
5. Compensation: Factor will pay to Broker referral fees for any and all referred prospects who
ultimately utilize Factor´s services, and subject to ALL of the following conditions. (i) Referred
prospects have not previously been contacted by a Summar Financial staff member or by another broker
or referral party or previously factored with Summar Financial; (ii) Summar Financial and such referred
Copyrighted Material 25
prospect both excuse a factoring agreement (¨Factoring Agreement¨); (iii) Summar Financial purchases
accounts from such party referred by Broker (¨Client¨) (purchase shall be evidenced by issuance of
payment by Summar Financial to or on behalf of the Client for said accounts). The following
commission methodology will apply:
 Unless so modified on the attached Schedule A, Factor will remit to Broker a commission
equaling 10% of the gross charges (excluding late charges) retained by Factor as earned fees
throughout its relationship with any Client referred by Broker.
 Such commission shall not be deemed earned by Broker until Factor´s fees are actually
received and cleared from the referred Client. Factor will provide to Broker a monthly
accounting report and fee check within 10 days of the conclusion of each month. Such payment
will include Broker´s commission for each Factor/Client transaction successfully concluded
during the preceding month.
 Should Factor never be repaid by Client or its customer, or for some other reason. Factor never
receive its fee(s), then no commission shall be owed by Factor to Broker for that specific
transaction.
 Unless this Agreement is otherwise earlier terminated, compensation is to be paid by Factor to
Broker for the life of said Client account.
6. No-solicitation and non-dealing: In its own right or that of its employer, Broker may not
approach a Client for factoring business if that Client already has a Factoring Agreement in effect with
the Factor whether or not the Client was referred by Broker. If Broker had any direct or indirect cause in
the termination of a Factoring Agreement with a Client, Broker must refuse that past Client if Client
approaches Broker for a period of 18 months from the date of such termination.
7. Termination: Notwithstanding anything herein to the contrary, either party may terminate this
Agreement at any time by providing thirty (30) days prior written notice to the other party; however,
Factor´s obligation to pay broker as indicated in Section 5 above shall continue. Any such termination
shall have no effect upon those commitments made by the signatories hereto evidenced by previously
executed Schedules.
8. Entire Agreement: This Agreement supersedes any and all agreements, either oral or written,
between the parties hereto with respect to the rendering of services, and governs any Schedules
subsequently entered into between Factor and Broker. Both parties agree that no representations,
inducements, promises, or agreements (oral or otherwise) have been made by any party or anyone acting
on behalf of any party, which are not embodied herein; and that no other agreement, statement, or
promise not contained herein shall be valid or binding. Any modification of this Agreement will be
effective only Schedule(s) relating to this Agreement, then the terms and conditions detailed in the
relevant Schedule will prevail.
9. Schedules: Broker and Factor will execute Schedules (governed by this Agreement) to evidence
their agreement on specific Clients referred by Broker to Factor. Such Schedules will appear substantially
similar to Schedule A attached hereto. Such Schedules will honor the terms of commission, account
exclusivity, etc. The Schedule(s) will serve as Broker´s proof (or receipt) of Factor´s obligation to
commission Broker as defined in this Agreement to specifically referred Clients. Broker agrees that to

Copyrighted Material 26
perfect its interest in a commission stream for a referred Client, it must possess a validly executed
Schedule from Factor.
10. Confidentiality: Broker agrees to keep completely confidential any information provided to
him/her by Factor, which is proprietary in nature.
11. Florida law/venue: This Agreement was negotiated and entered into in the State of Florida and
shall be governed in all respects by the laws of Florida, without giving effect to the principles of conflict
of laws. Jurisdiction for any legal actions between the parties arising under this Agreement shall reside
exclusively with the state and federal courts of the State of Florida, Venue for any such actions shall lie in
the City and County of Miami.
12. JURY TRIAL WAIVER: IN RECOGNITION OF THE HIGHER COSTS AND DELAY
WHICH MAY RESULT FROM A JURY TRIAL, FACTOR AND CLIENT WAIVE ANY RIGHT TO
TRIAL BY JURY OF ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN
ANY WAY RIGHT RELATING TO (A) THIS AGREEMENT; (B) ANY OTHER PRESENT OR
FUTURE AGREEMENT OR INSTRUMENT BETWEEN FACTOR AND CLIENT; OR (C) ANY
CONDUCT, ACTS, OR OMISSIONS OF FACTOR OR CLIENT, OR ANY OF THEIR DIRECTORS,
OFFICERS, EMPLOYEES, OR AGENTS, FURTHER FACTOR AND CLIENT WAIVE ANY RIGHT
TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL, HAS BEEN WAIVED WITH
ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED,
AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL OR A COPY OF THIS SECTION
WITH ANY COURTS AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO
TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. ACKNOWLEDGED AND APPROVED.
Executed the day and year list above written in the State of Florida.

By Broker: ___________________ By Factor: ____________________


Name: _______________________ Name: _______________________

EXERCISE I: MATCH THE PHRASES ON THE LEFT WITH THE TERMS ON THE RIGHT.

1. Broker ___ A. means that one party promises not to solicit employees away
from the other party.
In sentence 2) To solicit means ___ B. is a party that mediates between a buyer and a seller.
3. Package ___ C. is the act of accepting an offer or something.
4. Acceptance ___ D. to ask somebody for something like money, support.
5. Outside contractor ___ E. is something you must have.
6. Requirement ___ F. means to maintain confidence and thereby respect privacy.
7. Authority ___ G. is a nonemployee contractor
8. Schedule ___ H. is a written list of conditions or things.
9. Non-dealing ___ I. means not carrying on a trade of dealing with securities, lands or
building.
10. Non-solicitation ___ J. is a set of items or ideas together.
11. Confidentiality ___ K. means the quality of state of being exclusive.
12. Exclusivity ___ L. is the power or right to do something.
13. Waiver ___ M. abandoning a known right, claim, or privilege.

EXERCISE II: FIND THE SYNONYMS OR SIMILAR WORDS.


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1. Broker ____ A. Customer
2. Prospective ______ B. Assessment
3. Client ______ C. Potential, likely
4. Evaluation D. Charge, fee
5. Instructions ____ E. Place, site
6. Section ____ F. Affiliation
7. Solely ____ G. Agent, dealer
8. Requirement _____ H. In due course
9. Relationship _____ I. Only
10. Employee _____ J. Part
11. Ultimately _____ K. Staff member
12. Commission ____ L. Orders
13. Venue ____ M. Obligation

EXERCISE III: FIND THE ANTONYMS OR OPPOSITE WORDS.

1. Effective ____ A. Following


2. Continue v. _____ B. Optional
3. Necessary _____ C. Start
4. Autonomy _____ D. Dependence
5. Non-exclusive ____ E. Unoriginal
6. Consent ____ F. Ambiguous, vague
7. Conclusion ____ G. Stop v.
8. Preceding _____ H. Refusal
9. Specific _____ I. Exclusive
10. Life _____ J. Ineffectual
11. Original ____ K. Death

EXERCISE IV: FILL IN THE BLANKS WITH THE RIGHT INFORMATION. USE THE
NUMBERED PARAGRAPHS OR CLAUSES.

1. In clause (1), date stated above, refers to _________________________________________


2. In clause (3), its agents, refers to ________________________________________________
3. In clause (4), their employees, refers to ___________________________________________
4. In clause (5), who, refers to _____________________________________________________
5. In clause (5), Such commission, refers to ___________________________________________
6. In clause (5), its fee(s), refers to __________________________________________________
7. In clause (6), In its own right, refers to _____________________________________________
8. In clause (7), the signatories hereto, refers to ________________________________________
9. In clause (8), Both parties, refers to _______________________________________________
10. In clause (9), Such Schedules, refers to ___________________________________________
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11. In clause (9), it, refers to ______________________________________________________

EXERCISE V: ANSWER THE FOLLOWING COMPREHENSION QUESTIONS.

1. Write the names of the two parties to this agreement. _____________________________________


__________________________________________________________________________________

2. Will the Broker’s agents be considered employees of Factor under this agreement (4)? __________

3. How will the Broker receive its commission? ___________________________________________


__________________________________________________________________________________

4. When will the broker get the fees? ____________________________________________________

5. When will Factor not pay the Broker? ________________________________________________

6. What happens when the agreement is terminated earlier? _________________________________


_________________________________________________________________________________

7. How will Broker keep information provided by Factor? __________________________________

8. Where was this agreement made? ___________________________________________________

9. What laws will govern this contract? ________________________________________________

10. What right do Factor and Client waive regarding this agreement? _________________________
_________________________________________________________________________________

11. Why do the parties waive any type of jury trial? _______________________________________
_________________________________________________________________________________

OPTIONAL EXERCISE VI: DISCUSS OR WRITE WHAT OTHER CLAUSES YOU WOULD ADD
TO THIS AGREEMENT.

************************************************************************************

Unit 15 (SEAL) SERIES ¨H¨


(TRANSLATION) (SEAL) No. 2046526
Affidavit (Testimonio)

PUBLIC DOCUMENT NUMBER THIRTY-TWO (32), AGREEMENT. In the city of Managua, at 4


p.m. on August 22, 1996, before me, GLADYS ALONDRA CHAVEZ RIVERA, both Attorney
and Notary Public of the Republic of Nicaragua, with domicile and residence in this city, duly
licensed by the most excellent Supreme Court of Justice to practice as a Notary Public for a
five-year period that ends August 12, 2001, Mr. LEONEL RUEDA MENDOZA, of full legal age,
Copyrighted Material 29
married, graduate in Business Administration and of this domicile, and Mr. PEDRO NORORI
SALAS, of legal age, married, Engineer and of this domicile appeared. Mr. LEONEL RUEDA
MENDOZA appeared as President of the Board of Directors of MISIÓN DE AYUDA
INTERNACIONAL (AID MISSION INTERNATIONAL) NICARAGUA, I have seen and read his
credentials as representative, these legal documents include: a) Affidavit of the public document
incorporating the Religious Association, which is notarized document number forty (40)
authorized in this city at 9 a.m. on January 9, 1988, by the notary public, NELSON MIRANDA
SANCHEZ, b) Decree number 214 published in the official daily, Gaceta, No. 726, which fully
reads: "Legal capacity of Misión de Ayuda Internacional" Decree number 304, Nicaraguan
Legislature. The President of the Republic of Nicaragua makes known to the Nicaraguan people
that the National Legislature of the Republic of Nicaragua, exercising its powers, has issued the
following decree:
Art. 1. Grant thereby Legal Capacity to Misión de Ayuda Internacional (Aid Mission
International), a non-profit Religious Association, according to its incorporation, with indefinite
duration, and domiciled in Managua. Art 2. The legal representation of this Association will be
as stated in its Articles of Incorporation that must be approved by the Ministry of Interior. Art 3.
This Association shall be under obligation to comply with the law and other laws of the Republic
when obtaining the legal status. Art. 4. This decree shall enter into effect upon its publication in
the Official Daily, La Gaceta, given in the meeting hall of the National Legislative Assembly, on
April 5, 1990. Carlos Funez Frías, President of the National Legislature, therefore publish and
execute it. Managua, April 5, 1990." c) La Gaceta No. 125, of July 4, 1996, which makes public
the Articles of Incorporation of the Association Misión de Ayuda Internacional, reading in its
relevant parts: Certification: The undersigned Division of the Department of Records and
Registry of Associations, under the Government Ministry of the Republic of Nicaragua, certifies
that under No. two, from page 11 to page 25 volume one, of the third book of the Registry of
Associations kept by this Department, reading that the Association Misión de Ayuda
Internacional is registered in accordance with authorization of May 17, 1996. Issued in the city
of Managua, May 22, 1996, Lissette Tellez Morales, Director of the Department of Records and
Registry of Associations, Government Ministry, which exercising its powers conferred on by
decree No. 3-92 (Amendments to decree 1-90, named Law or Act to provide for the
establishment of State Ministries) published in La Gaceta, official daily, No. 39 of August 17,
1990, Whereas I: The entity named MISIÓN DE AYUDA INTERNACIONAL was granted legal
capacity, according to decree—Nicaraguan Legislature—No. 304 published in La Gaceta,
official daily, No. 176 of August 17, 1990. II Irrelevant….. " Chapter One Name, Legal Capacity,
Domicile, Duration, Art. 1. The Association MISIÓN DE AYUDA INTERNACIONAL (AID
MISSION INTERNATIONAL) is a religious and non-profit Association, whose Legal Status was
granted by decree of the National Legislative Assembly No. 304, of April 5, 1990, published in
La Gaceta, Official daily, No. 176 of September 13, 1990. MISIÓN DE AYUDA
INTERNACIONAL is an Association that may also be called or named by abbreviation, MAI.
Articles from one to fifty five..... irrelevant.….. Publish it thereby in La Gaceta, Official Daily.
Given in the city of Managua, on the sixth day of May 1996, SERGIO GONZALEZ SAMPSON,
Government Ministry d) With certification of Record No. 1 issued by Notary Public EDGARD
PORFIRIO FONSECA DIAZ, on September 19 this year, which reads: MINUTES NUMBER
ONE of the MAI NICARAGUA Meeting held at the headquarters in its relevant parts read 1.
Incorporation of the Board of Directors of MAI NICARAGUA. President LEONEL RUEDA
MENDOZA......" e) Certification of Record No. 2 issued by the Notary EDGARD PORFIRIO

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FONSECA DIAZ on September 19, 1996, MINUTES NUMBER TWO of the Meeting of MAI
NICARAGUA held in this city on the 30th of July 1996, starting the meeting of Board of
Directors of MAI Nicaragua, such record is contained from page four to page twelve of the
minutes book of the General Regular Meeting, of which I include its relevant parts, FISRT ITEM
ON THE AGENDA from item one to seven irrelevant. ITEM EIGHT: MAI- FUNDACIÓN AMIGO
Agreement, the Board shall acknowledge the funds transfers to Fundación AMIGO, to improve
the credit program that this foundation provides to the communities that are supported by MAI
Nicaragua. In regard to accounting procedures in such transfers, the Regional Vice-president
shall request advice from Mr. Darrel Johnsib. The president of the MAI Nicaragua LEONEL
RUEDA MENDOZA is authorized to sign agreement with Fundación AMIGO. Pedro Norori shall
forward a copy of this draft document, which will be reviewed. The latter Engineer PEDRO
NORORI SALAS appeared in the name and representation of the Board of Directors of
FUNDACIÓN AMIGO, as President representing the Board of Directors of the Foundation,
whose credentials I have seen and read. These documents are: a) Affidavit of public document
number six (6) Incorporation of Civil Non-profit Foundation, granted before the Notary Attorney
MARIA VALDEZ CEDEÑO, in this city on October 31, 1995 at 3 p.m. b) Gaceta, official daily,
number 146 of July 26, 1996, contained therein Decree number 1395 which I fully include:
FUNDACIÓN AMIGO DECREE, NICARAGUAN LEGISLATURE, No. 1395. The President of
the Republic of Nicaragua makes known to the Nicaraguan people that The Nicaraguan
Legislative Assembly, exercising its powers, has pronounced the following decree: Art. 1. Grant
thereby Legal Capacity to Fundación AMIGO, civil non-profit Foundation, with indefinite
duration, and domicile in Managua. Art 2. The Foundation shall be run according to the Articles
of Incorporation. Art. 3 Foundation AMIGO (Fundación AMIGO) shall be under obligation to
comply with the General Law of non-profit organizations and other Laws of the Republic. Art. 4.
This decree shall enter into effect upon its publication, without prejudice of its later publication in
the official daily, La Gaceta. Given in the city of Managua, at the National Legislative Assembly
on June 26, 1996, Jaime Cordero Secretary of such Legislative Assembly. Therefore, publish
and execute it. Managua, July 12, 1996. Violeta Barrios de Chamorro, President of the Republic
of Nicaragua c) Certification issued by the Notary Attorney, EDGARD PORFIRIO FONSECA
DIAZ, of the Minutes No. one of the Board Meeting of the Foundation AMIGO, held in this city
on August 31, 1996, at MAI Nicaragua headquarters, this minutes reads from pages 1-2 of the
book of dockets of the Foundation´s Board of Directors, which I include relevant parts.
AGENDA ITEM NUMBER ONE: Appointment of General Director. ITEM TWO: Authorization to
the President for signing Agreement with MAI NICARAGUA. ITEM THREE: Bank accounts
opening. ITEM NUMBER ONE: irrelevant….. ITEM NUMBER TWO: the President of
Foundation AMIGO, Engineer PEDRO NORORI SALAS, is authorized to sign Agreement with
MAI NICARAGUA, ITEM THREE: Irrelevant. I hereby certify that both appearing persons have
full necessary legal capacity to obligate and contract personally and in particular for executing
this act and as they appear in such capacity jointly stating: That they have agreed to enter into
this AGREEMENT for the purpose of regulating the Administrative and Financial relationship of
the entities they are thereby representing. FIRST: MAI Nicaragua, a national non-government
organization, has assigned the management of the Economic Development Program including
revolving funds to the Non-government organization Fundación AMIGO, as a non-profit
borrower entity in order to benefit the Farming, Industry, and Agro-business, Small and
Medium-sized Industry, Trade, Service sectors that are not eligible to get loans from Private
Banks and State-owned Banks; and at the same time to provide technical assistance and

Copyrighted Material 31
training. SECOND: The first appearing person stated that the allocated funds shall be
supervised by MAI Nicaragua. For the sake of developing and fulfilling the primary objective,
Foundation AMIGO shall, as a specialized entity for this purpose, manage and use such
allocation. THIRD: PROGRAM ADMINISTRATION a) Such fund will be supervised by MAI
Nicaragua, which will provide disbursements for the initial capital at the date set and agreed by
both appearing persons. Later, Fundación AMIGO may manage other funds coming from other
sources that are compatible with the program policies. b) MAI Nicaragua makes a commitment
to provide the required infrastructure, technical and professional training to the staff that will
implement the program, supporting Fundación AMIGO in start-up operations. c) The loans must
be provided to the applicants as stated in the credit policy and its procedure that shall be
effective after signing this Agreement. In this respect, the loan interest must be adjusted to the
current national law to the purposes and objectives of the Foundation. The program set up by
using funds gained as interest shall be managed by mutual agreement between the contracting
parties. d) All the funds gained as earnings shall be capitalizable, either from the credit activities
or other activities. e) Running the Program directly or through third parties, MAI Nicaragua shall
oversee and conduct audits and financial controls as considered appropriate, without prior
notice to Fundación AMIGO. MAI may suspend, restrict, or scale up program operations
according to the results from the financial credit controls and policies. f) Fundación AMIGO
makes a commitment to implement the Economic Development Program, fulfilling the objectives
and administrative and credit policies specified by MAI Nicaragua. g) Fundación AMIGO
commits itself to ensure and prioritize credit, assistance, and technical and financial training to
all the Programs and communities served by Misión Ayuda. h) To inform MAI Nicaragua—in
accounting and financial terms—about the Program development, being supported by the
respective financial statements in the accounting period, balances. i) Fundación AMIGO shall
be independent regarding its internal management as a foundation, but it shall not be
independent as for fund management, being subject to the purposes and objectives of this
Agreement and the rules defined by Misión Ayuda Internacional Nicaragua, for development,
management, and implementation of the fund revolving program. j) MAI Nicaragua and the
Foundation make a commitment to implement such program, to prepare the handbooks for the
corresponding functions or duties, and to rule every necessary aspect to implement the
program no later than sixty days, as of the signing of this instrument. FOURTH: In the event of
termination or rescission of this Agreement, Fundación AMIGO shall deliver audited balance
sheets corresponding to its management, and it shall give MAI Nicaragua the Program funds
and all those income coming from credit activity, or any other monies in whatever form. As for
chattels and real estate belonging to such program, both contracting parties may come to an
agreement to decide on their final use. FIFTH: COVERAGE OF THE PROGRAM: Fundación
AMIGO shall implement the program throughout the national territory, and it may open
branches where it is considered to be economically and socially feasible, it may establish its
main office where it is deemed to be appropriate according to feasibility and accessibility to a
site. SIXTH: DURATION OF THE PROGRAM: The duration of this Agreement shall be for a (5)
five-year period starting as of the date of signing. This period may be extended for the same
term established in this Agreement. Once this term is over but operations continue with the will
of both parties (and after thirty days another agreement is not made) then automatically such
Agreement is extended for a (5) five-year period. SEVENTH: TERMINATION: This Agreement
may be terminated at the end of term for which it was signed and if the contracting parties
agreed to do so. It may be terminated before the expiration of such set period if both parties

Copyrighted Material 32
agree to do so, or because of failing to comply with the clauses set forth in this Agreement by
any of the contracting parties. EIGHTH: AMENDMENT OR MODIFICATION: This instrument
may be modified in every and each of its parts by mutual agreement of the contracting parties if
deemed to be appropriate, for the purpose of making it effective, expeditious, and flexible in
managing and implementing such program. NINTH: ARBITRATION: Every dispute arising
between MAI Nicaragua and Fundación AMIGO during the management and implementation of
the program shall be solved in friendly manner, if no agreement is reached; each party shall
appoint an arbiter with understanding in such matter no later than fifteen days as of the date
such difference arose. They shall decide on the matter submitted to arbitration, but if the
arbiters did not reach an agreement within the term set, they shall appoint a third one, if the
contracting parties did not agree with the resolution issued by the arbiters that decided by
mutual agreement or with participation of a third arbiter, both MAI and Fundación AMIGO may
appoint another arbiter by mutual agreement. This arbitration award shall not allow another type
of appeal. There shall be no judicial remedy. TENTH: ACCEPTANCE: Both appearing parties
agree to every and each of the above clauses in this Agreement. Thus the signing parties have
expressed so, instructed by me, the Notary Public, as to the legal validity, the purpose and legal
consequences of this act, of the general clauses and special clauses contained herein of the
meaning of the waivers and explicit or implicit stipulations that assure its validity. As they are
aware of their right to read this instrument, I the Notary Public, read fully this public document,
whose content is ratifed and agreed under their sign and seal for evidence. Witness all related
thereto. SIGNATURES: LEONEL RUEDA MENDOZA (President, Misión de Ayuda Nicaragua);
(s) PEDRO NORORI S. (President, Fundación AMIGO) (S) Gladys Chavez Rivera. Notary
Public. THUS PASSED AND DONE BEFORE ME, from the front of page thirty to the back of
page thirty three of my formal registry or protocol NUMBER THREE, which I keep this year; and
at the request of Engineer PEDRO NORORI SALAS, Board President of the Fundación
AMIGO, I hereby issue this first affidavit contained in four stamped pages, which I duly sign,
seal in the city of Managua, Nicaragua, on August 22, 1996. Gladys Alondra Chavez Rivera,
Attorney and Notary Public.
(SEAL)
(S)

EXERCISE I: COMPLETE THE FOLLOWING SENTENCES.

1. Notary Public, Gladys Alondra Chavez Rivera was commissioned to notarize until _______________.
2. Leonel Rueda Mendoza studied ________________________________________________________.
3. He is President of _______________________________________________________________
________________________________________________________________________________.
4. The decrees are published in ______________________________________________________.
First Part
5. In Art. 1), the headquarters of Misión de Ayuda Internacional (MAI) are located ______________.
6. In Art. 2), the Ministry of Interior will approve _________________________________________.
7. In Art. 4), This decree shall enter into force _____________________________________________.
8. The director of the Department of Records and Registry of Associations in 1996 was
__________________________________________________________________________________.
9. In 1990, the State Ministries were formed by ____________________________________________.

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Second Part
10. The abbreviation or acronym of Aid International Mission in Spanish is ____________________.
11. Notary Public EDGARD PORFIRIO FONSECA DIAZ issued certification on Sept. 19, _______.
12. Financial transfers to Fundación AMIGO are intended to ________________________________.
13. __________________________ is entitled to sign an agreement with Fundación AMIGO.
Third Part
14. Describe Fundación AMIGO ________________________________________
___________________________________________________________________________.
15. The President of Fundación AMIGO is ______________________________________.
16. _____________________ is in charge of managing the Economic Development Program including
revolving funds.

EXERCISE II: ANSWER THE FOLLOWING QUESTIONS ACCORDING TO THE TEXT ABOVE.

1. Where was this public document issued? ________________________________________


2. Who authorized the Notary Public? ____________________________________________
3. What legal documents did Leonel Rueda bring with him? __________________________
4. Who is he representing? _____________________________________________________
___________________________________________________________________________
5. When was this association registered? __________________________________________
6. What institution issued the decrees mentioned above? ___________________________________
_________________________________________________________________________________
7. Who ordered to publish the decree in La Gaceta in Art. 4. (First Part)? ______________________
________________________________________________________________________________
8. Which Gaceta No. contains the Articles of Incorporation of Misión de Ayuda Internacional?
_________________________________________________________________________________
9. Which department certifies that MAI association is registered? ____________________________
________________________________________________________________________________
10. In Art. 1), what kind of organization is AID MISSION INTERNATIONAL? ______________
________________________________________________________________________________
11. What does MAI meeting minutes No. 1 state in its main part? ___________________________
_________________________________________________________________________________
12. Who certified Record No. 2 on September 19, 1996? ___________________________________
13. What does the eighth item contain? _________________________________________________
14. Who may provide advice on accounting procedures? ___________________________________
15. What documents did the President of the Foundation bring? _____________________________
_________________________________________________________________________________
16. What rules will govern Fundación AMIGO? __________________________________________
_________________________________________________________________________________
17. Who was the secretary of the Legislature when legal status was granted to Fundación AMIGO?
_________________________________________________________________________________
18. Which minutes recorded the appointment of the General Director of the Fundación? ___________
19. What is Agenda Item 3 of minutes No. 1 about? ________________________________________
20. Who will benefit from Fundación AMIGO? ___________________________________________
__________________________________________________________________________________

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EXERCISE III: CHECK OR WRITE TRUE OR FALSE ACCORDING TO THE LAST PART OF THE
AFFIDAVIT.

1. AID MISSION INTERNATIONAL is a government organization, which promotes private banks. ____
2. Fundación AMIGO helps the Farming, Industry, and Agro-business, Small and Medium-sized
Industry, Trade, Service sectors. ________
3. Also, Fundación AMIGO provides technical assistance and training. ________
4. The allocated funds shall be managed and used by MAI Nicaragua. ________
5. MAI Nicaragua shall not provide the infrastructure, technical and professional training. _____
6. The credit policy will determine which applicants are eligible to get loans. ______
7. A program will be started by using the interest gained from loans. ________
8. Fundación AMIGO shall oversee and conduct audits and financial controls. _____
9. Fundación AMIGO shall deliver financial statements and balances. ______
10. Fundación AMIGO shall be free to manage the funds. _______
11. Upon termination of the program, Fundación AMIGO shall deliver the corresponding balance sheets
and funds. ___________
12. Fundación AMIGO may open branches only in Managua. ______
13. The Agreement is automatically renewed if operations continue every 5 years. ______
14. This Agreement may not be modified _____
15. Any dispute between the parties should be solved in a friendly manner. _________
16. The parties will never solve a dispute through arbitration. __________
17. The parties and the Notary Public signed this document. _________
18. The parties hereto do not agree with above clauses. _________

Note: There is no need to use the dictionary to complete the following test. This assessment was designed
to test your ability to understand this sworn statement. The exercises and vocabulary have already been
studied in earlier units. You will also be able to guess the meaning of similar terms according to their
particular context. As a good Attorney or Notary Public, you have to focus on details of the wording,
terms, and phrases.

Copyrighted Material 35
TEST ONE

Name ________________________________________ Date _____________________

(STAMPED PAPER) (SEAL)


(TRANSLATION)
Affidavit
PUBLIC DOCUMENT NUMBER 1571, SWORN STATEMENT. In the city of Managua, at 8 a.m.
on November 16, 2009, before me, MARIO JAIRO SMITH VASQUEZ, both Attorney and Notary
Public of the Republic of Nicaragua, with domicile and residence in this city of Managua, duly
licensed by the most excellent Supreme Court of Justice to practice as a Notary Public for a
five-year period that ends September 15, 2011, LUCY JANETT BLANCO HERNANDEZ, of full
legal age, single, engineer, and of this domicile, with ID number 281-151077-001K, born in the
city of Leon, province of Leon, in Nicaragua, appeared on October 15, 1977. I hereby certify
that the appearer identified herself, and in my opinion, she has the required legal capacity to
bind herself and enter into a contract, particularly to proceed with this act. She acts on behalf of
her own name and representation, stating the following: ONLY: That having full awareness of
the consequences of false testimony in regard to civil and criminal matters, she states that she
knows personally Mrs. KATY GUADALULPE AGUILERA CORTEZ, married, sociologist, of this
domicile, carrying ID number document 001-121285-0020G, and Mr. SERGIO JAVIER
ROBLES FIGUEROA, married, architect, domiciled in San Diego, California, United States of
America, carrying ID number document 001-121069-0101T, having known his parents for more
than 10 years. She met them at a family dinner when KATY AND SERGIO got married on
October 22, 2009, this appearing person witnessed to such Wedding or Marriage, and thus
making this statement for relevant purposes. This person has expressed so, well instructed by
me the Notary Public as to the legal validity and result of this act, of the special clauses
contained herein, of the meaning of the waivers and explicit and implicit stipulations, of the
general principles that assure its validity and those that have been effective. Read by me, the
Notary Public, this writing is fully understood, approved, and ratified, without any modification,
by the signing parties. Witness all related thereto. (S) Illegible (S) Illegible. NOTARY - THUS
PASSED AND DONE BEFORE ME, from the front of page 727 of my formal registry No 2,
which I keep this year; and at the request of the appearing person, I hereby issue this first
affidavit contained in one sheet of stamped paper, under my hand and seal in the city of
Managua, at 8:20 a.m. on this 16th day of November, 2009.
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MARIO JAIRO SMITH VASQUEZ (SEAL)

ATTORNEY AND NOTARY PUBLIC (S)

EXERCISE I: ANSWER THE FOLLOWING QUESTIONS.

1. What’s the first name of the Notary Public? ____________________________


2. Where does Mr. Smith live? ____________________________________
3. What does Lucy Janett Blanco do (occupation)? ___________________________
4. Where was she born? _______________________________
5. What is Katy’s identification number (ID)? __________________________
6. When did Katy and Sergio get married? _______________________
7. Who was witness to the marriage ceremony of Katy and Sergio? __________________
8. How many sheets of stamped paper are used in this document? _____________
9. Can you read the signatures in the original document? ______________________
10. Who signed and sealed the above public document? _______________________________

EXERCISE II: CHECK TRUE OR FALSE.

1. Mario Smith was authorized to practice as a Notary Public in Panama. ______


2. Lucy Janett Blanco is married. _____
3. Lucy Blanco knows Katy Guadalupe Aguilera Cortez. _____
4. Ms. Blanco does not have the legal capacity to make a contract. _____
5. Mr. Robles’ ID is 001-121275-0020G. _____
6. Lucy and Sergio are engineers. ______
7. The Notary Public read the special clauses contained in this document. _____
8. This document is null and void. _____
9. This affidavit was written in the morning. _____
10. This is a translated sworn statement or affidavit. _____

EXERCISE III: FIND THE FOLLOWING SYNONYMS IN THE ABOVE DOCUMENT.

1. Lawyer ______________________
2. Authorized ___________________
3. Identity Document __________________
4. Person appearing ____________________
5. Marriage ___________________
6. Obligate v. ________________
7. Sworn statement ______________
8. Mother & father ______________
9. Associated __________________
10 Sign __________________

EXERCISE IV: FIND THE FOLLOWING ANTONYMS IN THE ABOVE DOCUMENT.

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1. Private ____________
2. True _____________
3. Single ______________
4. Implicit _____________
5. Legible _____________
6. Specific _____________
7. Begin v. ____________
8. Injustice ____________
9. Invalidity ____________
10. Illegal ________________

PART 2 ANSWER KEY


Unit 11 Employment Contract (Contrato de trabajo) P. 18

EXERCISE I: 1. C; 2. D; 3. A; 4. F; 5. G; 6. B; 7. E EXERCISE II: 1. D; 2. G; 3. B; 4. E; 5. F; 6.


C; 7. A EXERCISE III: 1. H; 2. J; 3. I; 4. E; 5. D; 6. G; 7. F; 8. A; 9. C; 10. B
EXERCISE IV: 1. F; 2. A; 3. D; 4. C; 5. I; 6. B; 7. H; 8. G; 9. J; 10. E

EXERCISE V: 1. F; 2. F; 3. F; 4. T; 5. T; 6. T; 7. T; 8. F; 9. T; 10. F; 11. T; 12. T; 13. F; 14. F; 15. T; 16.


T; 17. F; 18. T

12 English Law (Derecho inglés o anglosajón) P. 21

EXERCISE I: 1. B; 2. F; 3. A; 4. G; 5. I; 6. D; 7. E; 8. C; 9. J; 10. H

EXERCISE II: 1. Courts; 2. English Law; 3. legal doctrine; 4. precedent; 5. writ; 6. judicial law-making;
7. criminal jurisdiction; 8. the Supreme Court; 9. binding; 10. Appeals

EXERCISE III: 1. courts in England and Wales; 2. relevant legal principles; 3. Court of Appeal, the High
Court of Justice, and the Crown Court, the Supreme Court; 4. England, Wales, and Northern Ireland

13. Residential Lease (Contrato de arrendamiento residencial) P. 22

EXERCISE I: 1. D; 2. C; 3. F; 4. E; 5. H; 6. B; 7. G; 8. A; 9. I EXERCISE II: 1. E; 2. H; 3. C; 4. F;


5. A; 6. D; 7. I; 8. B; 9. G

EXERCISE III: 1. J; 2. B; 3. G; 4. H; 5. I; 6. E; 7. C; 8. A; 9. D; 10. F; 11. K

EXERCISE IV: 1. C; 2. H; 3. E; 4, F; 5. A; 6. D; 7. I; 8. B; 9. J; 10. G

EXERCISE V: 1. T; 2. F; 3. F; 4. T; 5. T; 6. T; 7. F; 8. F; 9. T

EXERCISE IV: 1. No; 2. This agreement; 3. On the 22nd day of February, 2011; 4. Name and address;
5. No; 6. Cumulative; 7. Heir, executor, representative, successor, and assign of both parties.

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14. Factoring Broker Agreement (Contrato de firma de corredores) P. 26

EXERCISE I: 1. Broker B; 2) To solicit means D; 3. Package J; 4. Acceptance C; 5. Outside contractor


G; 6. Requirement E; 7. Authority L; 8. Schedule H; 9. Non-dealing I; 10. Non-solicitation A;
11. Confidentiality F; 12. Exclusivity K; 13. Waiver M

EXERCISE II: 1. G; 2. C; 3. A; 4. B; 5. L; 6. J; 7. I; 8. M; 9. F; 10. K; 11. H; 12. D; 13. E

EXERCISE III: 1. J; 2. G; 3. B; 4. D; 5. I; 6. H; 7. C; 8. A; 9. F; 10. K; 11. E

EXERCISE IV: 1. 18th day of December, 2009; 2. the Broker’s or agents of the Broker; 3. employees of
Broker’s agents; 4. any and all referred prospects; 5. commission equivalent to 10% of the gross charges;
6. the fees received by Factor; 7. right of Broker; 8. Factor and Broker; 9. Factor and Broker; 10.
Schedules governed by this Agreement; 11. Broker

EXERCISE V: 1. Summar Financial, LLC and CARLOS PAEZ; 2. No; 3. Broker will receive its fees as
the client pays to Factor; 4. Within 10 days of the end of each month; 5. When a referred client does not
pay its fees to Factor; 6. Compensation is to be paid by Factor to Broker for the life of said Client
account; 7. Completely confidential; 8. In the State of Florida; 9. The laws of Florida; 10. Trial by jury of
any action or proceeding. They also waive to consolidate any such action; 11. Because of the higher cost
and delays of a jury trial. Also, they waive to consolidate any such action

15. Affidavit (Testimonio) P. 30

EXERCISE I: 1. August 12, 2001; 2. Business Administration; 3. the Board of Directors of MISIÓN DE
AYUDA INTERNACIONAL (AID MISSION INTERNATIONAL) NICARAGUA; 4. La Gaceta,
official daily; 5. in Managua; 6. the Articles of Incorporation of MAI; 7. upon its publication in the
Official Daily, La Gaceta; 8. Lissette Tellez Morales; 9. decree No. 3-92; 10. MAI; 11. 1996; 12. improve
the credit program; 13. Leonel Rueda Mendoza; 14. civil non-profit Foundation, with indefinite duration,
and domicile in Managua; 15. Pedro Norori Salas; 16. Fundación AMIGO

EXERCISE II: 1. In the city of Managua; 2. the most excellent Supreme Court of Justice; 3. Affidavit and
Decree; 4. the Board of Directors of MISIÓN DE AYUDA INTERNACIONAL (AID MISSION
INTERNATIONAL) NICARAGUA; 5. May 22, 1996; 6. The Nicaraguan legislature or National
Legislative Assembly; 7. Carlos Funez Frías, President of the National Legislature; 8. No. 125, of July
4,1996; 9. Division of the Department of Records and Registry of Associations; 10. religious and non-
profit Association; 11. Incorporation of the Board of Directors of MAI NICARAGUA; 12. Edgard
Porfirio Fonseca; 13. MAI- FUNDACIÓN AMIGO Agreement; 14. Darrel Johnsib; 15. Affidavit and
Gaceta No. 146 of July 26, 1996; 16. Articles of Incorporation, and General Law of non-profit
organizations and other Laws of the Republic; 17. Jaime Cordero; 18. Minutes No. 1; 19. Bank accounts
opening; 20. Farming, Industry, and Agro-business, Small and Medium-sized Industry, Trade, Service
sector

EXERCISE III: 1. F; 2. T; 3. T; 4. F; 5. F; 6. T; 7. T; 8. F; 9. T; 10. F; 11. T; 12. F; 13. T; 14. F; 15.T; 16.


F; 17. T; 18. F

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TEST ONE Affidavit (Declaración jurada) P. 37

EXERCISE I: 1. Mario; 2. Managua; 3. She’s an engineer; 4. province of Leon, in Nicaragua; 5. 001-


121285-0020G; 6. on October 22, 2009; 7. Lucy Janett Blanco; 8. One; 9. No; 10. Mario Jairo Smith

EXERCISE II: 1. F; 2. F; 3. T; 4. F; 5. F; 6. F; 7. T; 8. F; 9. T; 10. T

EXERCISE III: 1. Attorney; 2. Licensed; 3. ID; 4. Appearer; 5. Wedding; 6. Bind; 7. Affidavit;


8. Parents; 9. Related; 10. Hand

EXERCISE IV: 1. Public; 2. False; 3. Married; 4. Explicit; 5. Illegible; 6. General; 7. End; 8. Justice; 9.
Validity; 10 Legal
16 Corporation (Sociedad Anónima/Compañía)

(1) Business corporations exist primarily to make a profit. (2) The government allows them to be
created, and there is a statute regulating the creation of corporations. (3) Such statute requires a corporate
structure consisting of shareholders, directors, and officers. (4) The shareholders, as the owners of the
business, elect a board of directors who are responsible for the management of the business. (5) The
directors employ officers, who serve as the agents of the business and run the day-to-day operations of
the business. Corporations range in size from incorporated one-owner enterprises to large multinational
corporations.

(a) Advantages. The major advantage to the shareholder or investor is that the shareholder’s risk of loss
from the business is limited to the amount of capital the shareholder invested in the business. This factor,
coupled with the free transferability of corporate shares, makes the corporate form of business
organization an acceptable mechanism for many investors to contribute the capital assets needed to
finance modern large business enterprises. In fact, as the capital needs of the business expand, the
corporate form becomes more attractive. A corporation is a separate legal entity capable of holding
property, contracting, suing, and being sued in its own name. It may be established with a perpetual life,
and unlike the death of a partner, the death of a shareholder has no legal effect on the entity.
A corporation is also a separate taxable entity, and allows for certain tax savings under certain
circumstances to the owners of the corporation. Tax advantages also exist in the area of executive
compensation for corporate employees.

(b) Disadvantages. A corporation is required to pay corporate income taxes. Shareholders, when they
receive a distribution of profits for the corporation, are required to pay personal income taxes on the
amount received. This is a form of double taxation which may weigh against incorporation.
The limited liability of shareholders may result in a limitation of credit available to the
corporation. Also, incorporation involves the expenditure of funds for organizational and operational
expenses. Documents necessary for the formation of a corporation, which are required by state law, must
be prepared and certain filing fees paid. State corporation laws may also require the filing of an annual
report and other reports.

EXERCISE I: MATCH THE FOLLOWING WORDS WITH PHRASES BELOW.

1. Corporation A. a law formally approved or written down

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2. Profit B. amount of money used in a business
3. Statute C. using the most recent ideas or methods
4. Share D. enlarge
5. Shareholder E. something that help you be better and more successful
6. Capital F. company or group of companies
7. Modern G. money earned in trade or business
8. Expand H. money you keep in an account at the bank
9. Advantage I. a fixed unit of a company’s capital
10. Savings J. owner of shares in a company or business
11. Disadvantage K. money you pay to the government according to your business
12. Income taxes L. something that causes problems

EXERCISE II: COMPLETE THE FOLLOWING STATEMENT BY USING THE WORD BELOW.

partner day-to-day operations capital


one-owner enterprises and large multinational corporations profit
shareholders, directors, and officers business enterprises
tax advantages documents double taxation

1. Every company intends to make a ____________.


2. A corporate structure includes ____________________________________________.
3. Officers are in charge of running the company’s ______________________________.
4. Corporations have different sizes, for example, _______________________________.
5. In a corporation, a shareholder never loses his house, only the ___________ he invested.
6. Many investors contribute capital to _____________________________________.
7. A corporation with perpetual life is not affected by the death of a _____________________.
8. A corporation has to pay taxes, but there are some __________________________________.
9. If you pay taxes twice, that is, _____________________________________.
10. To incorporate a company you need to get some ___________________, as required.

EXERCISE III: ANSWER THE FOLLOWING QUESTIONS.

1. In sentence (4), what does “who” refer to? _________________________________________


2. In sentence (5), what does “who” refer to? _________________________________________
3. What are some of the functions of a corporation as a legal entity? ________________________
_____________________________________________________________________________
4. What may corporation laws require from a company? __________________________________
_____________________________________________________________________________
5. Are fees paid to get some documents in forming companies? ____________________________

***********************************************************************************

17 Articles of Incorporation Escritura de constitución

EXERCISE I: GIVE YOUR OPINIONS.

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1. Are all companies incorporated in the same manner? _______________________________
2. Are there any restrictions concerning the number of relatives in incorporating a company?
_____________________________________________________________________________
3. Have you written many articles of incorporation? ___________________________________
4. What is the most typical form of company in your country? ___________________________
5. What are the requirements to form a corporation? ___________________________________

(Students and teacher write some of the English vocabulary used in the above exercise)
(The following text is a translation into English)

ARTICLES OF INCORPORATION No. 19 - CONSTITUTION OF LIMITED LIABILITY


COMPANY. In the city of Managua, Nicaragua, at 5 p.m. September 19, 1998. Before me,
MAYRA LUISA CHANG, Notary Public and Woman Lawyer of the Republic of Nicaragua, with
domicile and residence in this city, licensed by the Supreme Court of Justice to practice as a
Notary for the five-year period that ends March 17, 1999, the appearing persons below: JUAN
ALFREDO LANG SAVERY, Accountant, married, living in Miami Florida, United States of
America (USA) in transit in this country; PAUL LANG SMITH, Civil Engineer and Economist,
married, domiciled and with residence in Managua; GEORGE RAYMOND LANG SMITH,
Chemical Engineer, married, and with residence in Miami Florida, United States of America
(USA) in transit in this country; MARIO ANTHONY LANG SMITH, Industrial Engineer, married,
and living in Pittsburgh, Pennsylvania, United States of America (USA) in transit in this country;
FANNY DEL SOCORRO AGUILAR DE LANG, Business Administrator, married, and living in
Union, New Jersey, United States of America (USA) in transit in this country; EDUARDO ADAM
LANG SMITH, Mechanical Engineer, single, of this domicile and residence; KATHERINE
ELIZABETH LANG SMITH, Pediatrician, married, with this domicile and residence; CHARLES
NEALE LANG SMITH, Airplane Pilot, married, of this domicile and residence; DAVID OLIVER
LANG SMITH, Ecologist, married, of this domicile and residence; BERTA LANG SMITH,
Veterinary Technician, single, and living in Union New Jersey, United States of America (USA)
in transit in this country; ALONZO ALLEN BROWN, Public Accountant, married, of this domicile
and residence; EDUARDO ANTHONY LANG SAVERY, Economist, single, with residence in
New York, United States Of America (USA) in transit in the country; RICARDO FEDERICO
SMITH ARCHIBOLD, Graphic Designer, married of this domicile and residence RODOLFO
SANDOVAL VEGA Office worker, married, of this domicile and residence; MAVIS LANG SASH,
Nurse, single, with residence in New York, United States of America (USA) in transit in the
country; EDWIN ADOLFO HERRERA PALMA, Obstetrician, married, with residence in Georgia,
United States of America (USA) in transit in the country; DANILO SALVADOR CANDA
GUEVARA, Computer Programmer, single, of this domicile and residence; CHARLES ERIC
WHITAKER SMITH, Accountant, married of this of this domicile and residence, all of them of full
legal age, I hereby certify that I know these appearing persons and that they know each other,
in my judgment, they have the required legal capacity to bind themselves and enter into a
contract, particularly to proceed with this act. They act on behalf of their own representation and
interest, and they state jointly and by mutual agreement: FIRST (CONSTITUTION): That
through this notarial instrument, they form this Limited Partnership, which shall operate under
the corporate name LANG Compañía Limitada (LANG CIA LTDA). SECOND (DOMICILE): The
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Domicile of this Company will be in the city of Managua, but this Company may establish
Offices or Branches in any part of the Republic of Nicaragua, and even beyond its borders,
whenever the partners consider and decide to do so. THIRD (DURATION): The Company shall
exist 99 years, starting as the date of registration at this Registry of Companies in this Province.
FOURTH (PURPOSE): The Capital Stock intended for the purpose of this Company and its
operations are the following: a) To conduct all kinds of business operations in and outside of the
country, being able to act as agents, distributors, representatives of national and foreign
entities. b) To conduct all kinds of import-export business in general that the Company deems
appropriate. c) To get engaged in any kind of industrial, agri-business, and agricultural activity,
considered appropriate to achieve the purposes in the above item in this instrument. d) To
import and export any kind of goods and products that the Company deems appropriate or
necessary for the purposes set. e) Any kind of transaction relating to real estate may be carried
out: this includes purchasing, renting, pledging as collateral. f) Hiring of professional services for
Consultancy or Advising in general: this includes hiring natural or legal persons, as well as
forming professional service consortia with domestic and foreign firms. In fulfilling the
objectives, this Company may conduct any lawful commercial or industrial activity. It will borrow
or lend money on a mutual basis or without collateral (unsecured), which may be real property,
personal property, collateral (pledge), or any other nature. This Company will conduct business
transactions such as buying, selling, accepting, discounting, endorsing, drawing documents,
negotiating accordingly bills of exchange, drafts, notes, certificates, letters of credit or any other
kind of securities, getting loans—from domestic or foreign institutions—securing them through
asset transfer, either by ordinary assignment of debt or pledging, or in custody, issuing notes or
credit notes—showing installments or repayment of debts, or mortgaging directly its real estate.
In consequence, it may carry out civil and commercial transactions, which directly or indirectly,
relate to above purpose, since this list is just declarative. In sum, this Partnership may expand
its operations, without limitation, where considered and mutually agreed by Partners, even if not
originally included in the corporate purpose. FIFTH (CAPITAL): The Company’s Capital is
C$97,604.10 cordobas (local currency), equivalent to US$9,000.00 dollars, which official
exchange rate is C$10,8949 (to US$1) today, when signing this public document. Each
appearing partner contributes the amount of US$500.00 or the equivalent amount in Cordobas
according to the official exchange rate on the date this contribution is provided; the deadline is
December 31, 1998. These appearers also commit themselves to contribute their know-how
and knowledge as professionals for reaching the objectives; likewise, they shall be bound by
Art. 323 as set forth in the Civil Code, only in business conducted on behalf of the Company.
SIXTH (ADMINISTRATION & REPRESENTATION): Three Partners shall run this Company:
President, BERT ADOLPH LANG SMITH; Treasurer, KATHERINE ELIZABETH LANG SMITH;
and Secretary DAVID OLIVER LANG SMITH, being authorized Agents or Representatives to all
the matters or businesses. In case, it is necessary to sell, mortgage, impawn, pledge, or any
other manner in which to dispose of the Company’s assets, the Company Partners shall make
the decisions in this respect. Partners will meet in regular and special meetings. The former will
be held once a year, and the latter will be held when facing unexpected or urgent situations.
The Board of Directors shall meet once a month or when deemed appropriate. SEVENTH
(ACCOUNTING, BUSINESS YEAR, AND BALANCE): The fiscal year of the Company shall end
the last day of June every year or according to the accounting period. In preparing the Balance,
immovables and fixed assets will be valued at the cost price, which will be lower in each
accounting period according to a rational depreciation. The other assets and equity assets shall

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be valued at a lower price, between purchase or cost and the market price on the date of
closing the accounting period. At any rate, the valuation criteria should be made known. Such
criteria must be consistent, but there may be changes made thereof, and this is done by the
Partners’ unanimous decision. EIGHTH (PROFITS & LOSS): An annual Net Profit shall be the.
Partners shall make a schedule for application and distribution of profits, and it must be
unanimously approved on a consensus basis. Such distribution must be proportionately to the
contribution made and personal work—including knowledge and activities—done by each
Partner. Assessing the latter, the amount of work done by each partner will be taken into
consideration, and decisions will be made on a consensus basis. NINTH (ARBITRATION).
Every dispute arising between Partners and between Partners and the Company, in interpreting
and applying this certificate of incorporation, due to administrative acts as a result of dissolving
and winding up the Company, or concerning appraisal of the corporate assets, or any other
matter shall be settled and solved through arbitration. Each party in disagreement shall appoint
an arbitrator. The said arbitrators will be performing their duties within the third day of their
appointment before the corresponding civil court judge in Managua, and they must issue a prior
decision accordingly or unanimously. Such arbitrators must appoint together a third arbitrator in
order to settle the dispute, and arbitration award must be issued within the third day of having
assumed their duties, this last decision shall be unappealable, with enforceable judgment.
TENTH: Partners may agree to amend the legal formalities in the Articles of Incorporation of
this Company or By-laws; however, such amendment or modification may never be made on an
individual basis. Once all of the above has been approved, Partners also approve the following
BY-LAWS: Art. 1. All the provisions set out above in these Articles of Incorporation are hereby
included as part of these By-laws, without any modification, particularly concerning the Legal
Name, its Domicile, Purpose, Duration, and the agreed-upon general Administrative rules,
everything in accordance with Art. 140 contained in the Commercial Code. Art. 2. Management,
Administration, provisions, and corporate purposes of the Company shall be under the General
Management Unit, which is set up through this corporation charter. Besides, this Management
shall comply with and ensure that Company’s officials and employees comply with the
provisions stated in these Articles of Incorporation and these By-laws. Art. 3. Any Partner may
hire an auditor for the purpose of examining Accounting Books, mail, and any other document
of the Company. Art. 4. Every Partner has the right to know the course of business or the use of
the Company’s funds; this right does not imply that Partners may hinder, contradict, and
interfere constantly in the General Management. Art. 5. General Manager’s Duties: a)
Representing the Company or Partnership; b) Authorizing by signing all the Contracts where
representing the Company; c) Calling for meetings according to the Sixth Clause in the Articles
of Incorporation; d) He shall use the Company’s funds to carry out its business, depositing
income generated by the Company into a bank, which is chosen by Partners; e) Preparing,
through accounting, monthly reports stating the Company’s financial position, Balance Sheets,
and Annual Reports; f) Responsible for keeping custody of all the funds, securities, and
commercial paper; h) Hiring staff and determining the staff's salary; i) Responsible for
implementing, controlling, and completing the Company’s Annual Financial Plan. Art. 6. A
General Manager that is not part of the Company may be appointed, if Partners decide to do so.
These Articles of the Company are unanimously approved by Partners. The appearers have
expressed so, instructed by me the Notary Public as to the legal validity, purpose, and
consequences of this public document, of the special clauses contained herein, of the meaning
of the waivers and the need of issuing Affidavit and registration at the corresponding Registry,

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of the general principles that assure its validity. Read by me, the Notary Public, this writing is
fully understood, approved, and ratified by the signing parties. Witness all related thereto.- (s)
Juan Lang.- (s) Paul Lang S.- (s) R. Lang S.- (s) Mario Lang.- (s) Fanny de Lang.- (s) E.
Lang.- (f) K. Lang S.- (f) D. Lang S.- (f) Berta. Lang S.- (f) Alonzo B.- (f) Eduardo Lang Savery.-
(f) Richard Smith Archibold.- (f) R. Sandoval V.- (f) Mavis Lang Sash.- (f) Edwin Herrera
Palma.- (f) Danilo Canda Guevara.- (f) Charles Whitaker S.- (f) Mayra L. Chang.-

THUS PASSED AND DONE BEFORE ME: from the back of page No. 16 to the back of page 19
of my formal registry No. 5, which I keep this year; and at the request of Mr. PAUL LANG
SMITH, I hereby issue this first affidavit contained in on four sheets of stamped paper, under my
hand and seal in the city of Managua, at 9:00 a.m. on this 15th day of October 1998.
(S) (Seal)
MAYRA LUISA CHANG
Notray Public
RODOLFO OVIEDO ROJAS
ATTORNEY AND CLERK-REGISTRAR OF THE CITY OF MANAGUA.
CERTIFIES
That this document was submitted to this office at 11:17 a.m. October 28 this year, under entry
No. 209147, page 80, Volume 349 of the Official Record, being registered today under No.
20.369-B5, page 369/376, Volume 752-B5, Second Companies Register of this Companies
Registry under No. 30,664 page 93/94, Volume 136, Records of the Registry office (Records
Department), Managua, November 25, 1998. (illegible signature)
(Seal)

EXERCISE II: MATCH SIMILAR TERMS OR PHRASES FROM THE TEXT.

Changes, amendments; Real estate, immovables; Unanimous(ly); Articles of incorporation, Certificate of


incorporation; Letter of credit; Registry of Companies; Import; The former; Know-how; Public Registry;
Immovable, real estate; Consensus; unappealable; Beyond its borders; Deadline; Capital; Buying; Fiscal
year.

1. Incorporation papers _________________________________


2. Office where companies are registered ________________________
3. Abroad, outside of the country _______________________
4. Property _______________________________
5. Purchasing _________________
6. Knowledge and experience _________________________
7. A point in time to complete something _____________________
8. Money used in a business ________________
9. Products brought into one country ______________
10. Credit letter ______________________
11. Real property _________________________
12. When most member agree, there is _______________
13. Modifications ____________________________
14 The latter is the opposite of _____________________
15. Agreed by everyone in a group ______________________

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16. Tax year __________________
17. Records Department _____________________
18. Not subject to appeal ____________________

EXERCISE III: ANSWER YES OR NO.

1. Is Alfredo Lang in transit in Nicaragua? _____________________


2. Was Ms. Chang authorized to practice as a Notary Public? ______________
3. Is Paul Smith a nuclear engineer? ________________
4. Is Eduardo Lang Smith single? _____________________
5. Is Charles Lang an ecologist? __________________
6. Do the parties know each other? ___________________
7. Do they have the legal capacity to make this contract? ____________
8. Is this document (text above) a notarial instrument? ____________
9. Does the capital stock refer to the shares of a joint stock company? ____________
10. May the Company expand its operations? _____________
11. Is the annual shareholders’ meeting the regular meeting? _________
12. Shall the board of directors meet only once a year? ____________
13. Is the price of assets higher because of the exchange rate? ___________
14. Is the secretary responsible for the annual financial plan? ____________
15. Was this document submitted to the Registrar in the afternoon? ___________

EXERCISE IV: ANSWER THE FOLLOWING QUESTIONS.

1. What’s the last name of the Notary Public? _______________________________


2. What kind of Company is being incorporated? ______________________
3. Do all appearers live in the US? _____________________________
4. What are some of the occupations of the incorporators? ________________________________
_______________________________________________________________________________
5. What’s the corporate name? ________________________
6. What’s the Company’s address? ________________________
7. When will the Company come into existence? _______________________________________
_____________________________________________________________________________
8. What type of business will the Company conduct? ____________________________________
9. What are some transactions relating to real estate? ______________________________________
10. Will the Company hire consultants? ________________
11. Will the Company hire only legal persons? ___________________________________________
12. What are some of the legal documents or instruments used to conduct business? _______________
________________________________________________________________________________
13. Where will the Company get loans? _________________________________________________
14. How will the Company secure its assets? _____________________________________________
________________________________________________________________________________
15. Will its operations be limited to the corporate purpose? ________
16. What’s the original Company’s capital in dollars? ________________________
17. What was the money contribution of each partner? ___________________
18. Mention other partners’ contributions. _______________________________

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19. Infer from the context what is provided in Art. 323. ____________________________________
_______________________________________________________________________________
20. Who will be running this Company? ________________________________________________
___________________________________________________________________________________
21. What can partners do with Company’s assets? _________________________________________
________________________________________________________________________________
22. How other assets and equity assets will be valued upon closing of the accounting period? ________
_______________________________________________________________________________
23. What is the yearly net profit? __________________________________________________
_____________________________________________________________________________
____________________________________________________________________________
24. What is the role of the Management Unit (Art. 2)? ___________________________________
____________________________________________________________________________
____________________________________________________________________________
25. Read aloud some of the General Manager’s Duties.
____________________________________________________________________________

EXERCISE IV: CHECK TRUE AND FALSE.

1. DOMICILE) Branches may be opened anywhere, that is, in Nicaragua and beyond its borders _____
2. PURPOSE) The Company’s operations may be carried out in Nicaragua or in other companies. _____
3. The Company may negotiate bills of exchange, drafts, notes, certificates, credit letters, and others. ___
4. CAPITAL) The exchange rate or rate of exchange means the amount of money to be paid for one
dollar. _____
5. The exchange rate to the dollar was 20 cordobas upon signing of the public document. ____
6. Partners promise to contribute to the Company´s purpose. ______
7. The Company’s president may appoint agents to run the Company. _____
8. ADMINISTRATION) Regular shareholders’ meetings will be held when there are unexpected or
urgent cases. ____
9. BALANCE) The accounting year ends in December. _____
10. The value of assets is affected by rational depreciation. _____
11. ARBITRATION) Different interpretation or application of this deed of incorporation shall be solved
through arbitration. _____
12. Art. 3) Only the President may hire auditors. _____
13. Art. 4) Partners may interfere constantly with the General Management? _______
14. Balance sheets and annual reports will be prepared by the General Manager. _______
15. The president will determine the staff’s salary. ______
16. Art. 4) Partners may change the general manager. _____
17. Arbitrators will start performing their duties 30 days after their appointment. ____
18. The last decision or arbitration award shall be final. _____
19. The provisions contained in this document are incorporated into the Articles of Incorporation. ____
20. Partners approve the Articles of Incorporation. ______
21. This document must be registered at the corresponding registry. _____
22. This 4-sheet affidavit was issued on October 5, 1998. _________

EXERCISE V: MATCH THE FOLLOWING TERMS.

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1. Joint-stock company ___ A. a place where records are kept
2. Exchange rate ___ B. a security interest on real property
3. Assets ___ C. acquisition of appropriate goods and services
4. Registry ___ D. negotiable instruments representing financial value
5. By-laws ___ E. statement of financial position
6. Procurement ___ F. a partnership or company involving two or more legal persons
7. Mortgage ___ G. internal rules of a company or organization
8. Balance sheet ___ H. economic resources
9. Securities ___ I. the value of two different currencies

UNIT 18 Trademark License Agreement between ANKOR S.P.A and


ANKOR CENTROAMERICA SA. (Contrato de licencia de marca)

TABLE OF CONTENTS
1. DEFINITIONS
2. RECITALS AND SCHEDULES
3. LICENSE
4. QUALITY CONTROL AND MARKETING OF THE PRODUCTS
5. USE OF LICENSED TRADEMARKS
6. OWNERSHIP AND PROTECTION OF THE LICENSED TRADEMARKS
7. INFRINGEMENT
8. TERM
9. ROYALTIES
10. REPRESENTATIONS AND WARRANTIES
11. INDEMNITY
12. TERMINATION
13. CONFIDENTIALITY
14. ASSIGNMENT
15. FORCE MAJEURE
16. SEVERABILITY
17. NOTICES
18. GOVERNING LAW
19. DISPUTE RESOLUTION
20. INTERPRETATION
21. MISCELLANEOUS
TRADEMARK AND KNOW-HOW LICENSE AGREEMENT
TRADEMARK LICENSE AGREEMENT (hereinafter, the “Agreement”) dated December [●], 2005 by
and between
ANKOR S.P.A., a company organized and existing under the laws of Greece, whose registered office is
at 344, Syngrow, Greece, ATS No. 04030970968, duly represented by its Managing Director and legal
representative, Mr. Enrique Agne (hereinafter, "Licensor"), and
ANKOR CENTROAMERICA SA, a company organized and existing under the laws of Nicaragua,
whose registered office is at [●] (hereinafter, "Licensee")
RECITALS
WHEREAS
 Licensor is a company duly incorporated under the laws of Greece which represents the mother company of
a well-known world-wide group of companies active, among the others, in the field of production and

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distribution of food products under the “ANKOR” brand;
 Licensor is the owner and authorized user of the Licensed Trademarks (as defined below) in the Territories
(as defined below);
 Licensor is willing to grant to Licensee, and Licensee is willing to obtain from Licensor a license of use, as
hereinafter specified, of the Licensed Trademarks in the Territories in connection with the Products (as
defined below) and in accordance with the other terms and conditions of this Agreement;
 The Parties intend to set forth the terms and conditions that will govern their relationship hereunder;
NOW, THEREFORE
In consideration of the premises and of the mutual covenants and agreements contained herein, the Parties
hereto agree as follows:
1. DEFINITIONS
1.1 As used in this Agreement, the term:
"Affiliates" shall mean, with respect to Licensee or Licensor, any other entity that directly or indirectly
controls, is controlled by, or is under common control with, Licensee or Licensor, as applicable. The term
"control" (including its correlative meanings "controlled by" and "under common control with") means
possession, directly or indirectly, of the power to direct or cause the direction of management (whether
through ownership of securities, partnership or other ownership interest, by contract or otherwise);
"Agreement" shall mean this agreement, together with all Schedules and Recitals hereto;
"Effective Date" shall mean [●];
"Goodwill" shall mean all the goodwill associated with, corresponding to, symbolized by and/or
embodied in the business in which the Licensed Trademarks are used by the Licensor and/or any of its
Affiliates;
"Licensed Trademarks" shall mean the trademarks listed in Schedule A hereto;
"Parties" shall mean the parties to this Agreement and "Party" shall mean any one of them;
"Products" shall mean exclusively the products listed in Schedule B;
“Product Specifications” shall mean the technical standards and criteria for manufacturing, preserving
and packaging the Products that have been followed by Licensee prior to the Effective Date, which
Licensee shall provide to Licensor within 3 months as of the Effective Date and which may be amended
in writing by Licensor from time to time;
“Quality Standards” shall mean the standards of quality for manufacturing, preserving and packaging
the Products that have been followed by Licensee prior to the Effective Date, which Licensee shall
provide to Licensor within 3 months as of the Effective Date and which may be amended in writing by
Licensor from time to time;
“Quarter” shall mean each three-month period during the term of this Agreement ending on 31 March,
30 June, 30 September and 31 December (the Quarter Dates) except that the first period shall begin on
the Effective Date and the last period shall end on the effective date of termination of this agreement;
"Termination Date" shall mean the date on which this Agreement is terminated for whatever reason;
"Territory A" shall mean Nicaragua its territories and possessions;
"Territory B" shall mean Costa Rica, El Salvador, Guatemala, Panama, Honduras and their territories
and possessions;
“Territories” shall mean Territory A and Territory B jointly;
"Third Party" shall mean any individual, company or any other entity other than the Parties;
“Trademark Usage Standards” shall mean those standards set forth by Licensor to be provided by
Licensor to Licensee within 3 months as of the Effective Date regarding the use of the Licensed
Trademarks and which Licensor may amend in writing from time to time.
"USD" shall mean the lawful currency of the United States of America.
2. RECITALS AND SCHEDULES
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2.1 The Recitals and the Schedules hereto form the substantial part of this Agreement.
3. LICENSE
3.1 Beginning on the Effective Date, in consideration of the mutual obligations contained in this
Agreement, the Licensor hereby grants to the Licensee:
a) an exclusive license to use the Licensed Trademarks in the Territory A in connection with the
manufacture, packaging, use, distribution, marketing, promotion, offering for sale and sale of
the Products, on the terms and conditions and subject to the restrictions contained in this
Agreement;
b) a non exclusive license to use the Licensed Trademarks in the Territory B in connection with
the use, distribution, marketing, promotion, offering for sale and sale of the Products, on the
terms and conditions and subject to the restrictions contained in this Agreement
3.2 Any use of the Licensed Trademarks by the Licensee outside the Territories (including, without
limitation, manufacturing the Products (when allowed under article 3.1), pursuing an active policy
of putting the Products on the market and engaging in advertising specifically aimed outside the
Territories or establishing a branch or maintaining a distribution depot for the Products outside the
Territories, or by placing the Products outside the Territories) shall be prohibited without Licensor's
prior written consent and authorization, and, if deemed necessary by Licensor at its sole discretion,
such use will require the execution of a new and separate agreement.
3.3 Licensor reserves the right to use, directly or indirectly, the Licensed Trademarks within the
Territory A on products other than the Products while Licensor shall be entitled to use or license for
use the Licensed Trademarks on Products within the Territory B.
3.4 Licensee shall not sublicense any of the rights granted to it under this Agreement other than with
the prior written consent of the Licensor.
3.5 All rights not expressly granted by Licensor hereunder are reserved to Licensor. Without limiting
the generality of the foregoing, Licensee expressly acknowledges and agrees that nothing contained
herein shall be construed or interpreted as a grant, by implication or otherwise, of any licenses other
than the license specified in Section 3.1. Licensee expressly acknowledges and agrees that (i) all of
its rights to use the Licensed Trademarks are set forth herein, and (ii) it has not been granted any
rights to use any trademark other than the Licensed Trademarks, including, without limitation, any
trademarks which may be used in combination with, or any derivative of, the Licensed Trademarks.
4. QUALITY CONTROL AND MARKETING OF THE PRODUCTS
4.1 Licensee shall manufacture, preserve and package the Products so as to comply with the Quality
Standards and the Products Specifications.
4.2 The Licensee shall supply the Licensor with samples of the Products and their packaging, as the
Licensor reasonably deems necessary to ensure that Licensee is complying with the Quality
Standards and the Product Specifications.
4.3 Licensor or its agents or representatives may, at its own expense and upon giving reasonable prior
notice to the Licensee, dispatch personnel to the premises of the Licensee during Licensee's regular
business hours in order to check the compliance with the Quality Standards and the Product
Specifications.
4.4 The Products shall be marketed only through distribution channels that are consistent with the
reputation and well-known character of the Licensed Trademarks and the Goodwill attached to the
same.
4.5 Licensee agrees to use its best efforts to create, develop and meet the demand for Products in the
Territories, maintaining adequate arrangements for their broadest possible distribution and adequate
inventories of the Products.

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4.7 As soon as Licensee becomes aware of the fact that any of the Products does not meet the Product
Specifications and/or the Quality Standards or it is otherwise defective, Licensee shall give
immediately written notice of the same to Licensor and shall comply with all the relevant
instructions received on the same by Licensor.
4.8 Licensee undertakes to transmit to Licensor, for its prior written approval, no later than 1 (one)
month from the signature of this Agreement with reference to the first contractual year, and 3
(three) months before the end of any year with reference to the following contractual years, a
timescales and quantity planning for the manufacturing and commercialization of the Products by
Licensee within the Territory (the “Planning”). It remains understood between the Parties that: (i)
any Planning provided for by this Clause 4.8 shall be considered as approved by Licensor unless
notice to the contrary is given to Licensee within 30 (thirty) calendar days from the date of its
receipt by Licensor; and (ii) the manufacturing and commercialization of the Products shall be
carried on by Licensee in compliance with the Planning approved by Licensor under Clause 4.8.
5. USE OF LICENSED TRADEMARKS
5.1 Licensee acknowledges the Goodwill and reputation associated with the Licensed Trademarks, and
shall use the Licensed Trademarks in a manner that maintains and promotes such valuable
Goodwill and reputation and shall refrain from taking any action that is reasonably likely to impair
the Goodwill of the Licensed Trademarks. Licensee shall fully cooperate with Licensor to protect
the Licensed Trademarks and the Goodwill they represent.
5.2 Licensee shall use the Licensed Trademarks in accordance with the Trademark Usage Standards,
and only on or in connection with the Products manufactured, used, distributed, offered for sale and
sold by Licensee in the Territories which meet the Quality Standards and the Product
Specifications. Licensee shall not modify or alter, in any way or manner, the Licensed Trademarks
as represented in Exhibit A without Licensor’s prior written consent, to be granted at its sole
discretion.
5.3 Licensee shall supply Licensor with samples of the labels, packages, package inserts and
advertising materials issued or employed by Licensee on or in connection with the Products as the
Licensor reasonably deems necessary to ensure that Licensee is complying with the Trademark
Usage Standards, and shall not issue or otherwise use or dispose of the same without the prior
approval of Licensor. Such samples shall be considered as approved by Licensor unless notice to
the contrary is given to Licensee within 30 (thirty) calendar days from the date of receipt of such
samples.
5.4 Licensee shall not, when reproducing the packaging of the Products in advertising and promotion
material, modify or alter the packaging design agreed upon with Licensor, nor hide in any way, and
not even by applying stickers over, the Licensed Trademarks, which shall be properly visible.
5.5 Licensee shall insert on the Products and on labels, packages, package inserts or advertising
materials issued or employed by Licensee on or in connection with the Products, a clear statement
to the effect that the Licensed Trademarks are owned by Licensor and that Licensee uses the
Licensed Trademark under license of Licensor.
5.6 In the event that Licensor changes the trademarks it uses in connection with the sale of Products,
Licensor shall provide Licensee with written notice of such change together with the Product
Specifications, Quality Standards (if necessary) and Trademark Usage Standards for the Products
bearing the new trademarks. Licensee shall, within 6 (six) months from the date on which Licensee
receives such notice, commence using the new trademarks in the Territories consistent with
Licensor's own use of such trademarks and the applicable Product Specifications, Quality Standards
and Trademark Usage Standards. Licensor shall amend Schedule A to include the new trademarks

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and remove the trademarks that are no longer to be used in connection with the sale of Products in
the Territories.
6. OWNERSHIP AND PROTECTION OF THE LICENSED TRADEMARKS
6.1 Licensee acknowledges that Licensor is the exclusive owner of all possible rights, titles and
interests in and to the Licensed Trademarks in any form or embodiment thereof, and that
EXERCISE V: is the exclusive owner of any possible Goodwill attached, or which shall become
attached, to the same in connection with the business, goods, products or services in relation to
which the same have been, are or shall be used. Licensee’s use of the Licensed Trademarks under
this Agreement shall inure to the exclusive benefit of Licensor.
6.2 Licensor shall pay all registration fees or renewal fees necessary to maintain the registration of any
of the Licensed Trademarks as set out in Schedule A during the Term of this Agreement, as well as
any costs resulting from (i) any administrative or judicial proceedings originating from oppositions
to applications for trademarks identical or confusingly similar to the Licensed Trademarks or (ii)
defending against cancellation proceedings, which Licensor, at its sole discretion, may decide to
take over. Licensor may take, at its sole discretion, all actions necessary to maintain and protect the
Licensed Trademarks, including, without limitation, (a) the filing of oppositions to applications for
trademarks identical or confusingly similar to the Licensed Trademarks and (b) defending against
cancellation proceedings. It is understood that Licensee shall not register, in or outside the
Territories, in its own name, in the name of any Third Party, or in the name of Licensor, any
trademark and/or domain name identical or confusingly similar to the Licensed Trademarks.
Notwithstanding the foregoing, Licensee may, upon Licensor's prior written consent, apply, at its
own expense, and exclusively within the Territories, for registration, on behalf and in the name of
the Licensor, of trademarks or domain names identical or similar to the Licensed Trademarks,
and/or of any other of Licensor’s trademarks not included in Schedule A. In this event, Licensor
will extend for the benefit of the Licensee the license provided for by this Agreement also to such
trademarks and domain names registered by Licensee on Licensor's behalf and in the name of the
Licensor, and Schedule A shall be automatically amended to include such trademarks.
6.3 Licensee undertakes not to perform or permit others to perform any act which would reasonably be
expected to jeopardize or invalidate the Licensed Trademarks or prejudice the right or title or
interest of the Licensor in the same or in the attached Goodwill.
6.4 Licensee shall not challenge the ownership, validity or enforceability of the Licensed Trademarks.
6.5 Licensee shall, upon Licensor’s request, give to Licensor or its authorized representative any
information as to its use of the Licensed Trademarks which the Licensor reasonably requires, and
shall render any assistance reasonably required by Licensor in maintaining the registration of the
Licensed Trademarks.
6.6 Licensee shall not make any representation or perform any act which may be taken to indicate that
it has any right, title or interest in or to the ownership or use of any of the Licensed Trademarks or
the Goodwill except under the terms of this Agreement and acknowledges that nothing contained in
this Agreement shall give the Licensee any right, title or interest in or to the Licensed Trademarks
or the Goodwill save as specifically and expressly granted hereby.
6.7 The use of the Licensed Trademarks by Licensee shall be at all times carried out so as to maintain
their distinctiveness and reputation as reasonably determined by Licensor, and Licensee shall
forthwith cease any use of the Licensed Trademarks not consistent therewith as Licensor may
reasonably require.
6.8 Licensee shall, upon Licensor’s request, assist Licensor (including by executing any necessary
documents), and as may be necessary, in registering Licensee as a registered user of any Licensed

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Trademarks, and Licensee hereby undertakes and agrees that such registration shall be cancelled by
Licensor on termination of this Agreement, for whatever reason, and that it shall assist Licensor so
far as may be necessary to achieve such cancellation, including by executing any necessary
documents.
7. INFRINGEMENT
7.1 Licensee shall, as soon as it becomes aware thereof, and at its own expense, give Licensor written
notice of any use or proposed use in the Territories by any Third Party of any trade names,
trademarks, service marks, domain names, designs, logos, designations of origin or any other
distinctive signs, and/or any advertising or promotional materials or any other materials or
information which constitute or could reasonably be expected to constitute infringement of the
Licensed Trademarks or which might constitute an act of unfair competition with respect thereto.
7.2 If Licensee becomes aware of the fact that any Third Party alleges that the Licensed Trademarks
are invalid or that the use of the Licensed Trademarks infringes any rights of such Third Party
and/or any other Third Party, and/or if Licensee becomes aware of the fact that the Licensed
Trademarks have been challenged or are threatened to be challenged, Licensee shall immediately
give Licensor written notice thereof and shall make no comment or admission to any Third Party in
respect thereof without consulting with the Licensor.
7.3 Notwithstanding the foregoing, Licensor shall have the right to initiate and control, at its sole
discretion and cost, any infringement, opposition, cancellation or other proceedings to enforce the
Licensed Trademarks, as the case may be, in the Territories (each, an "Action").
7.4 At the reasonable request of Licensor, Licensee shall reasonably cooperate with Licensor in any
Action brought or threatened in respect of the Licensed Trademarks.
7.5 The Licensee shall, upon Licensor's reasonable request and at Licensor's expense, take all such
steps as the Licensor may reasonably require assisting Licensor in maintaining the validity and
enforceability of the Licensed Trademarks.
8. TERM
8.1 This Agreement will become effective on the Effective Date and shall remain in force for a period
of 3 (three) years beginning on the Effective Date unless sooner terminated. After the three-year
term the Agreement shall automatically renew for successive 1 (one) year periods unless either
Party provides written notice of non-renewal of the Agreement not less than 90 (ninety) days prior
to the end of the applicable renewal period.
9. ROYALTIES
9.1 In consideration of the license granted to the Licensee by the Licensor hereunder, Licensee shall
pay to Licensor a royalty on the Net Sales generated by the Licensee during any calendar quarter of
this Agreement, in the percentages indicated below:
I. ____ (___) % of Net Sales generated in the Territories by Licensee for fresh milk in any
Quarter;
II. ____ (___) % of Net Sales generated in the Territories by Licensee for Ultra High
Temperature (UHT) milk in any Quarter;
III. ____ (___) % of Net Sales generated in the Territories by Licensee for dairy products
other than fresh and UHT in any Quarter;
IV. ____ (___) % of Net Sales for juices and beverages generated in the Territories by
Licensee in any Quarter.
9.2 Unless otherwise agreed by the Parties, the payment of the royalties so calculated shall be made in
USD and made available to Licensor in the bank account and in accordance with the instructions set
forth on Schedule C.

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9.3 Within 30 (thirty) calendar days after the expiration of each quarter during the Term of this
Agreement, as well as within 30 (thirty) calendar days after the Termination Date, Licensee shall
provide Licensor with a detailed report of the Net Sales generated in the relevant preceding quarter
or shorter period, as the case may be.
9.4 Licensee shall maintain records sufficient to enable verification of the accuracy of the royalties paid
hereunder. Licensor shall have the right, on 15 (fifteen) calendar days written notice to Licensee
and during Licensee's regular business hours, to, at its own expense, have its outside accountants
audit relevant records, systems and any other documents underlying Licensee’s calculation of the
Net Sales; provided, that, such outside accountants shall disclose to Licensor only the proper
calculation of the Net Sales. If any such audit reveals a payment shortfall, in addition and without
prejudice to any other right or remedy available to Licensor hereunder or pursuant to the applicable
law, Licensee shall pay to Licensor the amount of the shortfall within 30 (thirty) calendar days after
the discovery thereof, together with pro rata interest calculated at the rate of 1% (one percent) per
month, or the maximum rate permitted by law if such rate shall be lower than 1% (one percent) per
month.
10. REPRESENTATIONS AND WARRANTIES
10.1 Licensor represents and warrants that (i) it owns all right, title and interest in and to the Licensed
Trademarks, (ii) such ownership is not subject to any lien or other encumbrance, and (iii) it has all
rights and authority necessary to grant the license to Licensee hereunder and execute this
Agreement.
10.2 Licensor represents and warrants that, to the best of its knowledge, as of the Effective Date, (i) no
Third Party is infringing or otherwise violating the Licensed Trademarks, and (ii) no action, suit or
other proceeding involving the Licensed Trademarks has been brought or, to Licensor's knowledge,
threatened.
10.3 Licensor represents and warrants that it has obtained all required governmental and other approvals
and consents to ensure that this Agreement will be effective and will remain in effect in accordance
with its terms.
10.4 Licensee represents and warrants that it has obtained all required approvals and consents to ensure
that this Agreement will be effective and will remain in effect in accordance with its terms.
11. INDEMNITY
11.1 Each Party shall indemnify the other Party and its Affiliates and hold them fully harmless from and
against any and all damages, claims, liabilities, losses and expenses arising out of or based upon
any breach of any representation or warranty made by it under the Agreement.
11.2 Licensee shall be liable for, and will indemnify Licensor and any subsidiary thereof (together with
their respective officers, employees, counsels, agents, Affiliates and controlling persons) against
any and all liabilities, losses, damages, costs, legal costs, professional and any other expenses of
any nature whatsoever (collectively, "Losses") incurred or suffered by Licensor arising out of any
breach of Licensee's obligations hereunder, as well as of any dispute or contractual, tortious or other
claims or proceedings brought against Licensor by a Third Party claiming relief against Licensor by
reason of the use by the Licensee of the Licensed Trademarks and/or the quality, manufacture, use
or sale by the Licensee of any Products bearing the Licensed Trademarks, except insofar as any
such claims may arise from:
(a) any breach of this Agreement by Licensor;
(b) any invalidity or defect in the title of Licensor to the Licensed Trademarks not caused by any
act or default of Licensee;

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(c) the written instructions given to Licensee by Licensor provided such instructions have been
properly carried out by Licensee.
12.3 Throughout the Term and thereafter until the later of (a) 5 (five) years following the Termination
Date or (b) a period of time following the Termination Date equal to the expected life of the
Products, Licensee shall maintain product liability insurance providing protection for Licensor, its
officers, shareholders, agents and employees, as named insured in the amount of coverage set forth
on the relevant documents, against any claims, demands, or causes of action or damages, including
reasonable attorney's fees, arising out of any alleged defects in the Products manufactured,
distributed, sold or otherwise disposed by Licensee in the Territories, or any use thereof. Such
insurance policy shall be issued by a first class international assurance company and upon the terms
and conditions to be approved in advance by Licensor. Licensor shall be provided with a certificate
of such insurance within 30 (thirty) calendar days after the execution of this Agreement which
insurance shall be effective as of the Effective Date of this Agreement.
12. TERMINATION
12.1 The Parties agree and acknowledge that the following breaches by Licensee are to be deemed
material:
(a) Licensee fails to make any payment due to the Licensor under this Agreement;
(b) Licensee breaches any of the following obligations provided for by in this Agreement: 3.2,
3.4, 3.5, 4.1, 4.4, 4.5, 4.6, 4.7, 5.2, 5.4, 5.6, 6.3, 6.4, 6.6, 6.7, 6.8.
(c) Licensee uses the Licensed Trademarks in any manner other than as specifically authorized
by the terms of this Agreement; and
(d) Licensee materially impairs the Goodwill.
Licensor shall provide Licensee with written notice of any of the aforementioned material breaches
of this Agreement. After receiving such notice, Licensee shall remedy such breach to the reasonable
satisfaction of Licensor within 30 (thirty) calendar days of the delivery of notice of such breach by
Licensor to Licensee. If Licensee does not cure such breach within such 30 (thirty) calendar days
period, Licensor may terminate this Agreement in its entirety without prejudice, however, to any
other right or remedy Licensor may have against the Licensee hereunder or by law.
12.2 Similarly, the Licensor maintains the right to immediately terminate this Agreement, upon written
notice to the Licensee, in the event one of the following situations arise:
(a) Licensee becomes unable to pay its debts or enters into any arrangement or composition with
its creditors or is adjudicated bankrupt or enters into liquidation whether voluntarily or
compulsorily or has a receiver, manager, custodian or administrator (or any equivalent),
whether permanent or temporary, appointed to overlook its assets, or the Licensee has its
business taken over, nationalized or closed down (in whole or in part) by the executive or
judicial authorities in the Territories;
(b) execution is levied against the Licensee's business or property, or a suit to foreclose any lien
or mortgage against the Licensee and its property is instituted and not dismissed within 30
(thirty) calendar days;
(c) the property of the Licensee is sold after levy thereupon by any competent local authority;
(d) Licensee maintains false books or records or knowingly provides false information or reports
to Licensor; or
(e) any merger, consolidation or any change of control of Licensee occur;
(f) a continuative interruption of the marketing or distribution of any class of Products by
Licensee for a period of 120 (one hundred and twenty) calendar days, provided that

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termination hereunder shall apply only to such discontinued class of Products and not to the
entire Agreement.
12.3 Upon termination of this Agreement whether for expiration of the Term as set forth in Article 8 or
for any other reason, the Licensee shall immediately:
(a) pay to Licensor any royalties accrued and owed up to the Termination Date; and
(b) return all documents whatsoever, within its possession, in relation to the Licensed
Trademarks and the Goodwill as well as any other materials embodying any of the Licensed
Trademarks without keeping copies thereof.
13.4 Upon termination of this Agreement for whatever reason, Licensee shall immediately (i) cease to
use in any manner and for any purpose, directly or indirectly, any of the Licensed Trademarks, (ii)
not make any reference to Licensor or the goods, trade or business of Licensor in its printed matter,
labels or packages, in order not to generate any confusion between Licensor's and Licensee's
products and (iii) not exercise, directly or indirectly, any rights granted to Licensee pursuant to this
Agreement. Notwithstanding anything to the contrary contained herein, Licensee shall have the
right to use the Licensed Trademarks to dispose of existing stocks for a period not exceeding 3
(three) months from the Termination Date, and it shall not thereafter make or authorize any use of
the Licensed Trademarks. Licensee shall continue to pay royalties in accordance with the
provisions of Article 9 hereunder during any such period.
13. CONFIDENTIALITY
13.1 “Confidential Information” means all non-public or proprietary information disclosed by either
Party to the other Party and, without limitation, the terms and provisions of this Agreement, other
than information which the receiving Party can demonstrate:
(a) was known to the receiving Party prior to the time of the disclosure by the disclosing Party; or
(b) has become publicly known through no wrongful act of the receiving Party, its Affiliates,
employees, consultants, sub-contractors, agents or representatives.
13.2 The Parties recognize that, in connection with the performance of this Agreement, each Party (in
such capacity, the “Disclosing Party”) may disclose, or may cause to be disclosed, Confidential
Information to the other Party (the “Receiving Party”). The Receiving Party agrees:
(a) not to use any such Confidential Information for any purpose other than as indicated by this
Agreement and in the performance of its obligations under this Agreement; and
(b) not to disclose any such Confidential Information, except:
(i) to its Affiliates, employees, consultants, sub-contractors, agents or representatives who:
(*) reasonably require access to the Confidential Information for the purposes
contemplated by this Agreement, and (**) have undertook the same confidentiality
obligations in respect of the Confidentiality Information provided for by this Article 13;
or
(ii) as may be required by applicable law; provided, however, that: (*) any Party required
by law to disclose Confidential Information shall provide written notice thereof to the
other Party prior to the disclosure of the Confidential Information, and (**) before
disclosing such Confidential Information such Party shall use all best efforts to obtain a
protective order against the disclosure of such Confidential Information.
13.3 The confidentiality obligations set forth by this Article 13 shall remain in full force and effect for a
period of 3 (three) years after the Termination Date as regards the remaining Confidential
Information.
14. ASSIGNMENT

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14.1 Except as provided in this Article 14, this Agreement, as well as any of the rights, titles, interests,
and obligations arising from the same, may not be assigned or otherwise disposed, in whole or in
part, by either Party hereto without the prior written consent of the other Party, and any attempted
assignment in contravention of the foregoing shall be null and void.
14.2 Notwithstanding the foregoing Section 14.1, Licensor shall be entitled to assign and delegate, with
prior written notice to Licensee, all or any part of this Agreement and/or of its rights, titles, interests
and obligations under this Agreement to any person and/or entity which is: (i) a purchaser or
acquirer, entirely or partially, of the Licensed Trademarks or Licensor’s shares or all or a
substantially part of its business and/or assets relating to this Agreement at the time of such
purchase or acquisition, and, in each case, to any successor or assignee thereof, or (ii) as a matter of
law, the surviving entity in any merger, consolidation, equity exchange or reorganization involving
Licensor or any of its successors or assigns.
14.3 Notwithstanding the foregoing Section 14.1, Licensee shall be entitled to assign and delegate, with
prior written consent provided by Licensor, all or any part of this Agreement and/or of its rights,
titles, interests and obligations under this Agreement to any entity which is a purchaser or acquirer,
entirely or partially, of its all or a substantially part of its business.
14.4 This Agreement shall be binding upon the Parties and their respective successors and permitted
assigns, and the name of a Party appearing herein shall be deemed to include the names of any such
successor or assignee.
15. FORCE MAJEURE
15.1 Neither Party shall be in breach of this Agreement if any total or partial failure of performance by it
of its duties and obligations under this Agreement is occasioned by any act of God, fire, terrorism,
strike, act of government or state, war, civil commotion, insurrection, embargo, prevention from or
hindrance in obtaining any raw material or energy, or other cause beyond the control of either
Party. If either Party is unable to perform its duties and obligations under this Agreement as a direct
result of the effect of one or more of such causes, such Party shall give written notice to the other of
such inability stating the cause in question. The performance of this Agreement shall be suspended
during the period (and only during the period) in which the cause continues to have effect.
Forthwith upon the cause ceasing to have effect the Party relying upon it shall give written notice
thereof to the other. If the cause continues to have effect for a period of more than 3 (three) months,
the Party not claiming relief under this Article 16 shall have the right to terminate this Agreement
upon giving 3 (three) months written notice of such termination to the other Party, but such notice
shall not take effect if, within that period, the other Party gives notice that the cause has ceased to
prevent the performance under this Agreement.
16. SEVERABILITY
16.1 If any provision or term of this Agreement shall become or be declared illegal, invalid or
unenforceable for any reason whatsoever such term or provision shall be severed, to the extent
permitted by law, from this Agreement and shall be deemed to be deleted from this Agreement, and
shall not affect or impair the validity, legality, or enforceability of the remaining provisions hereof;
provided, however, that if such deletion substantially affects or alters the commercial basis of this
Agreement the Parties shall negotiate in good faith to amend and modify the provisions and terms
of this Agreement as may be necessary or desirable in the circumstances.
17. NOTICES
17.1 All notices and other communications provided for under this Agreement shall, unless otherwise
stated herein, be given in writing in English to each Party at its address or facsimile number set out
below or at such other address as may be designated by such Party in a written notice to the other

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Party and confirmed by registered mail or by courier. All such notices and communications will be
effective when received in the case of hand delivery or registered mail or, in the case of notice by
facsimile transmission, when the sender receives a satisfactory transmission receipt and the sender
from the recipient receives an acknowledgement of receipt.
If to Licensor:
ANKOR S.P.A.
Via O. Grassi, 22/26
344 Syngrou, Greece
Attn.: Mr. Aristoteles Argyrus
Fax No. +39 0521 808540
If to Licensee:
____________________
Attn: General Counsel
Fax:
18. GOVERNING LAW
18.1 This Agreement and all actions contemplated hereby shall be governed by, construed, interpreted
and enforced in accordance with the laws of Greece.
19. DISPUTE RESOLUTION
19.1 Any dispute arising out of this Agreement, its validity, the interpretation and the determination
thereof shall be submitted to the exclusive jurisdiction of the Intellectual Property Specialized Court
of Athens, Greece, without prejudice of the Licensor's right to obtain any provisional remedy before
any Court in the Territories.
20. INTERPRETATION
20.1 The wording of all the sections in the Agreement shall be interpreted according to their correct
meaning.
20.2 This Agreement shall be executed in English.
21. MISCELLANEOUS
21.1 This Agreement, the Recitals, and the Schedules attached hereto constitute the entire agreement and
understanding of the Parties and supersede all prior oral or written agreements, understandings or
arrangements between them relating to the subject matter of this Agreement. Neither Party shall be
entitled to rely on any agreement, understanding or arrangement, which is not expressly contained
in this Agreement, and no amendment may be made to it except in writing signed by a duly
authorized representative of each Party.
21.2 The article and section headings contained in this Agreement are solely for the purpose of
reference, are no part of the Agreement and shall not in any way affect the meaning or
interpretation of this Agreement.
21.3 Nothing herein contained shall be construed to constitute the Parties hereto as partners, or either
Party as an employee or, except as expressly provided herein, an agent of the other Party.
21.4 No failure or delay by either Party to exercise any right or remedy under this Agreement shall be
construed or operate as a waiver thereof nor shall any single or partial exercise of any right or
remedy, preclude the further exercise of such right or remedy as the case may be. The rights and
remedies provided for in this Agreement are cumulative and are not exclusive of any rights or
remedies provided by law.
21.5 No waiver of compliance with, or any breach or violation of, or any default under any provision,
term or condition hereof and no consent provided for herein shall be effective unless evidenced by
an instrument in writing duly executed by the Party hereto sought to be charged with such waiver or

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consent. In any event, the waiver by any Party hereto of compliance with, or any breach or violation
of, or default under any provision, term or condition of this Agreement shall not be in any way
construed or interpreted as a waiver of such provision, term, condition, or any subsequent breach or
violation thereof or default thereunder.
21.6 This Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption
shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this
Agreement.
IN WITNESS WHEREOF, the Parties hereto have duly caused this Agreement to be executed on the date
first written above.
LICENSOR LICENSEE
ANKOR S.P.A. ANKOR CENTROAMERICA SA
Name: Enrique Agne Name:
Title: Managing Director Title:

SCHEDULE A: LICENSED TRADEMARKS


SCHEDULE B: PRODUCTS
SCHEDULE C: PAYMENT INSTRUCTIONS

EXERCISE I: MATCH THE FOLLOWING RELATED TERMS AND PHRASES.

1. Recitals ___ A. compensation for injury, loss, incurred penalties


2. Marketing ___ B. violation of terms of an agreement
3. Trademark ___ C. transfer of ownership of a property
4. Infringement ___ D. agreement remains effective even if one part is declared void
5. Warranty ___ E. intangible value of a business that generates sales
6. Royalties ___ F. preliminary part of a contract
7. Indemnity ___ G. fee pay for a license to use an intellectual property
8. Assignment ___ H. events or causes that are beyond the control of the parties
9. Force majeure ___ I. management process used to sell a product or service
10. Severability ___ J. guarantee
11. Goodwill ___ K. distinctive design and logo that identifies a company and products

EXERCISE II: ANSWER THE FOLLOWING QUESTIONS.

1. Where were the contracting companies incorporated? _______________________________


_____________________________________________________________________________
2. What does the licensor produce? ____________________________________
3. Which company is granting the license? ______________________________
4. Which party is the licensee? ________________________________________
5. What is an affiliate according to this agreement? _____________________________________
______________________________________________________________________________
6. What does the agreement involve? ______________________________________________
____________________________________________________________________________
7. What do the Licensed Trademarks mean? _________________________________________
8. Under “Product Specifications”, what does ‘which’ refer to? _________________________
9. Under “Quality Standards”, what does ‘which’ refer to? ____________________________
10. What does quarter mean? ____________________________________________________
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EXERCISE III: READ THE STATEMENTS BELOW, AND CHECK TRUE OR FALSE.

1. "Territory A" means only Costa Rica. ____________


2. A third party is only a branch of the company __________
3. The Licensor may modify the Licensed Trademarks. ______
4. USD does not mean dollar of the United States. _______
5. Use of the Licensed Trademarks in Territory A is restricted by the Agreement. ______
6. The non-exclusive license in Territory B is restricted by the Agreement. _______
7. The use of the license includes distribution, marking, promotion, etc. ________
8. Use of the license outside of the Territories is not prohibited (3.2). ___________
9. Licensor reserves the right to use the Licensed Trademarks within the Territory A. ______
10. Licensee may sublicense any of the rights contained in this Agreement with prior written consent of
the Licensor (3.4) __________

EXERCISE IV: FILL IN THE BLANKS

1. _____________ reserves all rights, including implicit rights (3.5).


2. The only grant contained in this agreement is stated in _________
3. No other ____________ are granted except those rights stated in this document.
4. Licensee shall _______________ the Quality Standards and the Products Specifications (4.1).
5. Licensor will get ___________ of Products from Licensee (4.2).
6. Agents and representatives may ____________ staff to Licensee’s premises to check Quality
Standards.
7. Products will be sold only through _______________________ (4.4).
8. Arrangements will be made for the best ______________________ and adequate inventories of the
Products
9. When products do not meet quality standards, Licensee ________________________________
_____________________________________________________________ (4.7)
10. Planning shall be as stated in ___________________
11. Manufacturing and commercialization of the Products will take place according to
_________________________ approved by Licensor
12. Goodwill and reputation of the Licensed Trademarks will be protected by the ___________________
__________________ (5.1)
13. Licensee in the Territories will manufacture, use, distribute, and market ___________________ (5.2)
14. Licensee will comply with _____________________________________ (5.3)

EXERCISE V: COMPLETE THE FOLLOWING SENTENCES WITH INFORMATION FROM 5.4 TO


5.6.

1. Licensee shall not ___ A. using new trademarks consistent with Product Specifications.
2. The Licensed Trademark owner is ___ B. changes in the trademarks to the sale of products.
3. Licensor shall notify of any ___ C. Schedule A to include the new trademarks…
4. Licensor shall modify ___ D. modify the packaging design agreed upon with Licensor.
5. Licensee shall begin ___ E. the Licensor.

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EXERCISE VI: ANSWER THE FOLLOWING QUESTIONS, REFER TO 6.1 UP TO 6.8.

1. Who is the exclusive owner of any possible goodwill that will be attached to the products or services?
___________________________________________________________________________________
2. Who will get the exclusive benefit of this Licensed Trademarks, under this Agreement? __________
3. What will the Licensor pay to keep registration of any Licensed Trademarks? _________________
________________________________________________________________________________
4. When will costs of administrative or judicial proceedings be paid? _________________________
________________________________________________________________________________
5. What actions may the Licensor take to protect the trademark? ___________________________
_______________________________________________________________________________
6. May Licensee register any trademark and/or domain name identical or confusingly similar to the
Licensed Trademarks? _____________________________________________________________
_______________________________________________________________________________
7. What will happen if there is an extension for the benefit of the Licensee regarding trademarks and
domain names? ____________________________________________________________________
8. May Licensee allow others to invalidate the Licensed Trademarks? __________________________
9. Shall this Agreement give the Licensee any right, title or interest in or to the Licensed Trademarks?
_________________________________________________________________________________
10. May Licensor ask Licensee to any inconsistent use of the Licensed Trademarks? _______________
11. Shall Licensee help Licensor in registering Licensee as a registered user of any Licensed Trademarks?
_________________________________________________________________________________
12. Does Licensee agree that such registration shall be cancelled by Licensor on termination of this
Agreement? _______________________________________________________________________

EXERCISE VII: FILL IN THE TABLE BELOW WITH INFORMATION FROM 7.1 UP TO 7.5. IF
THE ANSWER TO THE QUESTION IS ‘YES’, PUT √. IF THE STATEMENT IS ‘FALSE’, PUT X.

QUESTION OR STATEMENT Licensee Licensor


1. Shall inform about any new use of trade names by third parties
2. Every infringement is an act of unfair competition by Licensor
3. Shall advise about any threat posed by any third party
4. Entitled to an action as may be needed in the Territories
5. Shall support in any action to protect Licensed Trademarks
6. Never assist Licensor for validity of Licensed Trademarks

EXERCISE VIII: WRITE IN ENGLISH OR SPANISH ABOUT THE DURATION OF THE


CONTRACT AND ROYALTIES FOR DIFFERENT PRODUCTS. (You can just copy what is in the
reading or discuss what you understood.)

EXERCISE IX: ANSWER THE FOLLOWING QUESTIONS.

1. How will royalties be paid? _______________________________________________________


2. When shall Licensee submit report of Net Sales? _______________________________________
________________________________________________________________________________

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3. When will outside or external accountants audit relevant records or documents of the Licensee’s
calculations? _______________________________________________________________________
4. If a particular amount was not paid by Licensee, when will it pay to the Licensor? ______________
_________________________________________________________________________________
5. Is the Licensor’s ownership subject to any lien or other encumbrance? _______________________
6. Who grants the license to execute this Agreement? _______________________________________
7. Is the Licensor responsible for ensuring that the Licensed Trademarks have not been infringed or
violated by third parties? ____________________________________________________________
8. Will third parties warrant that they have gotten all required approvals and consents for this Agreement?
_________________________________________________________________________________
9. Does any breach in this Agreement imply that one Party will indemnify the other Party and Affiliates?
____________________________________________________________________________________
10. When Licensee does not meet its obligations, what will it be liable for? _______________________
__________________________________________________________________________________
__________________________________________________________________________________
11. Regarding claims of the Licensed Trademarks, and/or quality, etc. when is the Licensee not liable?
Mention two cases. _________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
12. How long the product liability insurance will be effective after Termination Date? ____________
13. Mention 2 material breaches to terminate this Agreement. _______________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_____________________________________________________________________________
14. After giving notice of breach to the Licensee, how long may Licensor wait before terminating the
Agreement? ______________________________________________________________________
15. Mention two other situations when Licensor may terminate this Agreement. ________________
________________________________________________________________________________
16. When will Licensee pay all the accrued royalties and return all documents in regard to the Licensed
Trademark and Goodwill? ___________________________________________________________
17. After Termination Date, how long may the Licensee use the Licensed Trademarks to dispose of
existing stock?_____________________________________________________________________

EXERCISE X: FILL IN THE BLANKS ACCORDING TO CONFIDENTIALITY CLAUSE, 13.

Confidential information refers to all ________________________________ information revealed by


either Party, unless the information was already known by the _____________________________, or the
information is publicly known _________________ no unlawful act of the receiving Party. Confidential
Information may be disclosed to Affiliates, ________________, consultants, sub-contractors, agents or
representatives when they need information for the purpose stated in this ______________________.
Disclosure of Confidential Information requires providing ________________________________ to the
other Party. Confidentiality obligations have to be fulfilled for _________________________ after
Termination Date.

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EXERCISE XI: CHECK TRUE AND FALSE, ACCORDING TO ASSIGNMENT CLAUSE, 14.
1. Rights regarding this Agreement may be assigned without written consent. ________
2. Assigned titles and interests contravening Article 14, under this Agreement, shall be null and void.
________
3. Licensor shall not inform Licensee about any assignment of rights, titles, interests, and obligations.
_____
4. With prior notice to Licensee, rights, titles, and interests may be assigned to a purchaser or a surviving
entity in any merger. ______
5. With prior written consent provided by Licensor, Licensee may not assign any rights, titles, interests
and obligations under this Agreement. _____
6. This Agreement shall not be binding on the Parties’ successors. _____

EXERCISE XII: MARK WITH CHECK (√) EVENTS OR OCCURENCES THAT ARE CONSIDERED
FORCE MAJEURE

1. Partial failure of performance ____ 5. Terrorist attacks ____


2. Act of God ____ 6. Getting raw materials or energy ____
3. Embargo ____ 7. Claiming relief under Article 9 ____
4. Failure to give written notice to the other party ____

EXERCISE XIII: MATCH THE COLUMNS BELOW. WRITE THE CORRECT LETTER.

1. If for any reason one term is deleted from


this Agreement, the rest of the document is valid ___ A. notice
2. When there is confirmation of having received
a message ___ B. in good faith
3. Honest intention or bona fide means ___ C. Agreement
4. Any communication is sent to the address
of the other Party ___ D. specialized law court
5. It is a safe delivery service for legal documents ___ E. acknowledgement of receipt
6. 344 Syngrou, Greece ___ F. cumulative
7. Language used in this Agreement ___ G. English
8. Disputes are resolved in ___ H. part of an address
9. Actions under this Agreement are taken according to ___ I. severability
10. Both Parties must approve any ___ J. entire agreement
11. Agreement, the Recitals, and the Schedules ___ K. modification or amendment
12. If any Party is a partner or employee, this must be
expressly stated in the ___ L. draft (Agreement)
13. Rights and remedies in this Agreement are ___ M. Greek laws
14. Both undersigned Parties wrote this ___ N. hand delivery

*********************************************************************
ANSWER KEY
UNIT 16 Corporation (Sociedad Anónima/Compañía) P. 41

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EXERCISE I: 1. F; 2. G; 3. A; 4. I; 5. J; 6. B; 7. C; 8. D; 9. E; 10. H; 11. L; 12. K

EXERCISE II: 1. Profit; 2. shareholders, directors, and officers; 3. day-to-day operations; 4. one-owner
enterprises and large multinational corporations; 5. Capital; 6. business enterprises; 7. partner; 8. tax
advantages; 9. double taxation; 10. Documents

EXERCISE III: 1. board of directors; 2. officers; 3. holding property, contracting, suing, and being sued
in its own name; 4. the filing of an annual report and other reports; 5. yes

UNIT 17 Articles of Incorporation Escritura de constitución P. 42

EXERCISE I: ANSWERS WILL DEPEND ON THE CONTEXT.

EXERCISE II: 1. Articles of incorporation, Certificate of incorporation; 2. Registry of Companies;


3. Beyond its borders; 4. Real estate, immovables; 5. Buying; 6. Know-how; 7. Deadline; 8. Capital;
9. Import; 10. Letter of credit; 11. Immovable, real estate; 12. Consensus; 13. Changes, amendments;
14. The former; 15. Unanimous(ly); 16. Fiscal year; 17. Public Registry; 18. unappealable

EXERCISE III: 1. Yes, he is; 2. Yes, she was; 3. No, he isn’t; 4. Yes, he is; 5. No. he isn’t; 6. Yes, they
do; 7. Yes, they do; 8. Yes, it is; 9. Yes, it does; 10. Yes, it may; 11. Yes, it is; 12. No. it shall not;
13. No, it isn’t; 14. No, he isn’t; 15. No, it wasn’t

EXERCISE IV: 1. Chang; 2. Limited Liability Company; 3. No, they don’t; 4. Accountant, Civil
Engineer, Industrial Engineer, Mechanical Engineer, Pediatrician, airplane pilot, Veterinary Technician, ,
Accountant, etc.; 5. LANG Compañía Limitada; 6. Managua; 7. starting as the date of registration at this
Register of Companies; 8. all kinds of business operations, import-export business, agri-business;
9. purchasing, renting, pledging as collateral; 10. Yes, it will; 11. No, I will hire natural persons too;
12. bills of exchange, drafts, notes, certificates, letters of credit or any other kind of securities, loans;
13. from domestic or foreign institutions; 14. asset transfer, either by ordinary Assignment of debt, or
pledging or in custody, issuing notes or credit notes, mortgaging directly its real estate; 15. No;
16. US$9,000.00 dollars; 17. US$500.00; 18. know-how and knowledge; 19. objective, purposes,
business conducted by the Company and professionals involved; 20. President, PAUL LANG SMITH;
Treasurer, KATHERINE ELIZABETH LANG SMITH; and Secretary, DAVID OLIVER LANG
SMITH; 21. you can sell, mortgage, impawn, pledge, or any other manner; 22. at a lower price, between
purchase or cost and the market price on the date of closing the accounting period; 23. the balance after
deducting earning or gross income, overhead expenses, procurement or production costs, the taxes
incurred and the penalties for demerit or any other cause; 24. to comply with and ensure that Company’s
officials and employees comply with the provisions stated in these Articles of Incorporation; 25. a)
Representing the Company or Partnership; b) Authorizing by signing all the Contracts where representing
the Company; c) Calling for meetings according to the Sixth Clause in the Articles of Incorporation; d)
He shall use the Company’s funds to carry out its business, depositing income generated by the Company
into a bank, which is chosen by Partners; e) Preparing, through accounting, monthly reports stating the
Company’s financial position, Balance Sheets, and Annual Reports; f) Responsible for keeping custody
of all the funds, securities, and commercial paper; h) Hiring staff and determining the staff's salary; i)
Responsible for implementing, controlling, and completing the Company’s Annual Financial Plan

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EXERCISE IV: 1. T; 2. T; 3. T; 4. T; 5. F; 6. T; 7. T; 8. F; 9. F; 10. T; 11. T; 12. F; 13. F; 14. T; 15. F;
16. T; 17. F; 18. T; 19. T; 20. T; 21. T; 22. F

EXERCISE V: 1. F; 2. I; 3. H; 4. A; 5.G; 6. C; 7. B; 8. E; 9. D

UNIT 18 Trademark License Agreement between ANKOR S.P.A and


ANKOR CENTROAMERICA SA. (Contrato de licencia de marca) P. 49

EXERCISE I: 1. F; 2. I; 3. K; 4. B; 5.J; 6. G; 7. A; 8. C; 9. H; 10. D; 11. E

EXERCISE II: 1. ANKOR S.P.A. in Greece and ANKOR CENTROAMERICA SA in Nicaragua;


2. Food products; 3. ANKOR S.P.A.; 4. ANKOR CENTROAMERICA SA; 5. any other entity that
directly or indirectly controls, is controlled by, or is under common control with, Licensee or Licensor;
6. this agreement, together with all Schedules and Recitals hereto; 7. the trademarks listed in Schedule A
hereto; 8. effective date; 9. the standards; 10. each three-month period during the term of this Agreement

EXERCISE III: 1. F; 2. F; 3. T; 4. F; 5. T; 6. T; 7. T; 8. F; 9. T; 10. T

EXERCISE IV: 1. Licensor; 2. Section 3.1.; 3. rights; 4. comply with; 5. samples; 6. dispatch/send;
7. distributions channels; 8. distribution; 9. shall give immediately written notice of the same to Licensor;
10. Clause 4.8; 11. Planning; 12. Licensee and Licensor; 13. the products; 14. the Trademark Usage
Standards

EXERCISE V: 1. D; 2. E; 3. B. 4. C; 5. A

EXERCISE VI: 1. Licensor; 2. Licensor; 3. all registration fees or renewal fees necessary; 4. When the
proceedings originate from oppositions to applications for trademarks identical or confusingly similar to
the Licensed Trademarks; 5. All actions necessary, including, without limitation, a) and b); 6. No, he may
not, unless there is Licensor's prior written consent and exclusively within the Territories; 7. Schedule A
shall be automatically amended to include such trademarks; 8. No, he may not; 9. No, save as specifically
and expressly granted hereby; 10. Yes, it may; 11. Yes; 12. Yes, it does

EXERCISE VII: 1. Licensee √; 2. Licensor X; 3. Licensee √; 4. Licensor √; 5. Licensee √; 6. Licensee X

EXERCISE VIII: You can just copy what is in the reading or discussed what you understood.

EXERCISE IX: 1. In USD, through bank account, according to Schedule C; 2. 30 (thirty) calendar days
after the expiration of each quarter, within 30 (thirty) calendar days after the Termination Date; 3. on 15
(fifteen) calendar days written notice to Licensee; 4. within 30 (thirty) calendar days after the discovery
of such shortfall; 5. No, it is not; 6. The Licensor; 7. Yes, it is; 8. No. The Licensor and Licensee are
responsible for obtaining all required approvals; 9. Yes, it does; 10. against any and all liabilities, losses,
damages, costs, legal costs, professional and any other expenses of any nature whatsoever (collectively,
"Losses"); 11. When the claims arise from any breach of the Agreement by Licensor; when instructions
given by Licensor have been carried out properly by Licensee; when invalidity or defect in title to the
Licensed Trademarks are not caused by any act of Licensee; 12. Five years; 13. Licensee fails to make
any payment due to the Licensor under this Agreement; Licensee breaches any of the following

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obligations provided for by in this Agreement: 3.2, 3.4, 3.5, 4.1, 4.4, 4.5, 4.6, 4.7, 5.2, 5.4, 5.6, 6.3, 6.4,
6.6, 6.7, 6.8; Licensee uses the Licensed Trademarks in any manner other than as specifically authorized
by the terms of this Agreement; and Licensee materially impairs the Goodwill; 14. Thirty calendar days;
15. (See 12.2 from a) to f); 16. Upon termination of the Agreement; 17. Three months

EXERCISE X: 1. non-public or proprietary; 2. the other Party; 3. through; 4. employees; 5. Agreement;


6. written notice thereof; 7. three years

EXERCISE XI: 1. F; 2. T; 3. F; 4. T; 5. F; 6. F EXERCISE XII: 2. √; 3. √; 5. √

EXERCISE XIII: 1. I; 2. E; 3. B; 4. A; 5. N; 6. H; 7. G; 8. D; 9. M; 10. K; 11. J; 12. C; 13. F. 14. L


PART 3
UNIT 19 Power of Attorney (Poder notarial)

KNOW ALL MEN BY THESE PRESENTS THAT the Cooperative League of the U.S.A.
(CLUSA), also known as the National Cooperative Business Association (NCBA), an entity
organized under the laws of the District of Columbia, United States of America, located at 1401
New York Avenue, N.W. Washington D.C. 20005, represented by its president and CEO, Mr.
John Haak, acting on the basis of NCBA’s charter, hereby authorizes Mr. James Harold Pryor, a
citizen of the United States of America to represent CLUSA/NCBA in Guatemala in contracts
with all agencies and authorities of Guatemala, and to take all necessary actions in the interest
of NCBA, including but not limited to opening, operating, and closing bank accounts, executing
contracts, and to dispose of or transfer the ownership of property.
This power of attorney is issued for the period of four (4) years from the date hereof.
This document was duly executed by NCBA at its office at 1401 New York Avenue, N. W.
Washington D.C, U.S.A. on the twenty-third day of June 2008.
(S) John Haak, President and CEO
District of Columbia
Sworn and subscribed before me this 23rd. day of June 2008 by John Haak.
Witness my hand and seal.
My commission expires September 30, 2012.
(S) Susan Penny Young, Notary Public (SEAL)
Representing America’s Cooperative Community

EXERCISE I: COMPREHENSION QUESTIONS.

1. Where was CLUSA or NCBA incorporated? _______________________________


2. Is NCBA located in New York city? ______________________________________
3. Will Mr. James Harold Pryor be the new president of CLUSA? _________________
4. Who was entitled to make contract with Guatemalan authorities? _______________
_____________________________________________________________________
5. When is this power of attorney effective? __________________________________
6. Does N.W. mean North West? __________________________________________
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7. Does this power of attorney include assigning ownership of assets? ______________
8. Who signed this power of attorney? _______________________________________
______________________________________________________________________
9. Who can open and close bank accounts in carrying out this contract? ____________
______________________________________________________________________
10. When does the Notary’s commission expire? _______________________________
11. What is the Notary’s middle name? ______________________________________
UNIT 20 Translation Service Contract (Contrato de traducción)

THIS AGREEMENT is made as of (date) between (Name of Company or Agency) and


Rolando E. Tellez (“Translator”).

The provisions set forth in this Agreement shall govern.


1. Services. Translator agrees to perform for the (name of company or agency) the
services concerning translation from Spanish into English or English into Spanish.
2. Rate of Payment for Services. Company agrees to pay Translator for documents
translated and revised properly in a period no longer than 7 days.
3. Payment. Company shall pay the amounts agreed according to quote. If the quote is not
requested, legal and business documents shall be paid according to the number of words
translated in each legal document, and the rate will be US$0.07 per word. If the document is
technical, the rate shall be US$0.08 per word.
The receipt or invoice shall be the amount charged by Translator and agreed by the
Company. Ten per cent of such amount will be deducted by the Company on account of
professional services, as stated by national laws.
4. Confidential Information. Each party hereto (“such Party”) shall hold in trust for the other
party hereto (“such Other Party”), and shall not disclose to any non-party to the Agreement, any
confidential information of such Other Party. Confidential information is information which
relates to Such Other Party’s research, development, trade secrets, fees, or business affairs,
but does not include information which is generally known or easily ascertainable by non-parties
of ordinary skill in computer systems design and programming.
Translator hereby acknowledges that during the performance of this contract, the Translator
may learn or receive confidential Agency information and therefore Translator hereby confirms
that all such information relating to the Agency’s business will be kept confidential by the
Translator, except to the extent that such information is required to be disclosed to the
Translator’s support staff or associates in order to enable Translator to perform Translator’s
contract obligation.
5. Staff. Translator is an independent contractor and neither Translator nor Translator’s staff
is or shall be deemed to be employed by Company. The services shall be performed by
Translator, and Company shall not be required to hire, supervise or pay any assistants to help
Translator perform the services under this agreement. Translator’s services hereunder cannot
be terminated or cancelled short of completion of the services agreed upon except for
Translator’s failure to perform the contract’s specifications as required hereunder and
conversely, subject to Company’s obligation to make full and timely payment(s) for Translator’s
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services as agreed, Translator shall be obligated to complete the services agreed upon and
shall be responsible for making any correction without additional charges.
6. Use of Work Product. Except as specifically set forth in writing and signed by both
Company and Translator, the latter shall waive all copyright and patent rights with respect to all
materials developed under this contract.
7. Company Representative. (name of person) shall represent the Company during the
performance of this contract with respect to the services and deliverables.
8. Liability. Translator warrants that the services to be delivered or rendered will be of the
kind and quality designated and will be performed satisfactorily. Special requirements for format
or standards should be followed. If any graph, drawing or chart cannot be duplicated, this must
be specified by the translator in advance.
9. Entire Agreement. This agreement contains the entire agreement between the parties
hereto with respect to the matters covered herein.
10. Applicable Law. Translator shall comply with all applicable laws in performing Services.
This Agreement shall be construed in accordance with the laws of the country.
11. Additional Work. After receipt of an order (document) which adds to the translation
work, Translator shall provide another quote or ask for another contract depending on the
number of words of another document or new or similar translation. In other words, if the
original document is modified and the translator is asked to translate again a similar document,
Translator will notify about the cost for translating a newer or similar version of an original or
similar document.
12. Cancellation. If the Company deletes any portion of the document prior to Translator’s
completion of the service(s), then, in consideration of Translator's scheduling and/or performing
said service(s), Company shall pay Translator the portion of the document that was translated.
13. Notices.
(i). Notices to Company should be sent to: (Name and address of Company)
(ii). Notices to Translator should be sent to: (Name and address of Rolando Tellez)
14. Assignment. This Agreement may not be assigned by either party without the prior
written consent of the other party. This Agreement shall be binding upon and inure to the
benefits of the heirs, successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first
above written.
By signing this agreement, The Company and Translator acknowledge that they have
reviewed the contract in its entirety, and it is in agreement with all terms and conditions therein.
(S) (S)
By the Translator By the Company Representative

STUDY THE FOLOWING VOCABULARY FOR BETTER UNDERSTANDING.

To perform means to fulfill one's obligations under a contract. 2) to comply with.


Quote is a commercial statement detailing a set of products and services to be purchased in a single
transaction by one party from another for a defined price
Trust is the belief that someone is good, sincere, honest, and will not try to harm you.
Copyright is the exclusive right of the author or creator of a literary.
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Deliverable is a term used in a project that is intended to be delivered to a customer. There may be
several smaller deliverables.
To inure means to result in.
EXERCISE I: TRANSLATE THE ABOVE CONTRACT INTO YOUR LANGUAGE.
Since there may be different acceptable versions of the translation, please email your version to the
professor for correction.

UNIT 21 Answer to a Claim (Contestación al fondo)

I, DIANA ISABEL FONSECA ZAMORA, with personal particulars stated in record, and
acting as Attorney of the Partnership named RETAIL ROYALTY COMPANY,
respectfully appear in person before the Secretary of Development,
Industry and Commerce, stating and petitioning the following: I am referring to the
appeal filed in the opposition proceeding against application for brand and trademark
registration to distinguish products under class 18 (Rec. # 2008-02310). On April 6, this
year, I received a notice on March 23, 2010: this notice was to give answer to a
complaint. Here I am to exercise my right. The opposing party backed up the alleged
complaint caused by a resolution or decision made by a court of first instance,
basically on the following allegations that:
I. The registrar did not take into account that the trademark application is a
trademark consisting of two elements. Such trademark includes an eagle design and
the words NOBLE AMERICAN GANG. When comparing the trademark with that of the
opponent, the trademark has to be seen as a whole, but not separately, quoting a
decision made in the first trial of suit.
II It was not taken into consideration that an eagle design may be used by
anybody. However, the eagle design of the mandator or principal has its own
characteristics that make it distinctive and different to the design of the opposing
party, because this is the silhouette of a bird that looks like a black eagle and such
trademark is in fact a photo of a hazy gray-green eagle, and the caption below reads
American Noble Gang.
ANSWER TO A CLAIM
1. The government servant in the court of first instance was competent to compare,
match, and perceive the extreme similarity of the trademarks in records. This similarity
may get consumers confused, when distinguishing one trademark from another.
Customers may believe that the eagle symbol, which has belonged to Retail Royalty
Company since 1977, is the same as that of the company that is using an eagle plus
the text reading American Noble Gang of Sculpture Inc. If the opposing party
perceives that only the allegations, submitted by company I am representing, were
taken into account, I think, doctrine and jurisprudence—when making certain rules and
limits—should be taken into consideration in the analysis of the confusing nature or
confusing similarity, namely:
 Confusion results from the overall impression made by the trademarks.
 Trademarks should be examined successively, but not simultaneously.
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 Buyers should perceive the similarity, taking into account the nature of the
product.
 The existing similarities, but not differences, between the trademarks should be
taken into account.
The opposing party considers that there are not enough similarities between the
conflicting signs, which may lead consumers to make mistakes. However, such opinion
or conclusion is not acceptable, since there were no matching rules (parameters of
comparison) to determine whether such similarities exist between trademarks. It is
evident that the rules below for the said analysis of confusing similarity were not
applied.
RULE 1. Confusion results from the overall impression made by the trademarks.
The fields in which a trademark similarity may occur between two signs are visual,
auditory, and conceptual, with derived graphic or orthographic, phonetic, and
conceptual similarities. This is true where taking as a point of departure that a sign is to
be analyzed as a whole, without putting apart or fractioning such sign.
Whether a sign is a word or a graph, a consumer will always perceive and understand
a trademark through the eyes or ears; and this perception will be used as an element
of comparison to other trademark signs. Thus, “confusion is caused by the overall
impression made by the trademarks.” Examination should involve considering the signs
as structural units, which are definitively perceived by consumers.
The writer of treatises Breuer Moreno1 points out:
“To this end, if there is a likely confusion, it is appropriate to call for a decision after a
period of time—from the time a trademark was seen until the time another trademark is
examined. He added: “This is the only way to get close to what is out there. Memory of
what was seen or read remains in the back of a person’s mind, focused on certain
impressions. If two trademarks are remembered analogously, undoubtedly people may
get confused not being able to differentiate one from the other.”
RULE 2. Trademarks should be examined successively, but not simultaneously.

As can be seen on these graphs, the prevailing symbol


shared or in common is the eagle design. When consumers
buy products, they may be wrong when thinking of buying a
band’s product they already know, that is, the registered trademark. In addition, they
may be indirectly confused or undecided in case they see differences. In other words,
consumers will believe both marks belong to the same company. Our customers get
top-quality products endorsed by the prestige of the company I am representing.
Mr. Secretary oftentimes consumers are guided by an image or graph, but not by
letters or words. Given the similarity of both conflicting trademarks, consumers will
certainly be affected when purchasing, expecting to get the trademark of a particular

1 Fundamentos de Derecho de Marcas. Edi. Montecarvo S.A. 1984, p. 215.


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product. Needless to say, this new trademark is a reproduction of the registered
trademark of the company I am representing. Likewise, this pre-existing or registered
trademark is a duly protected right in our country.
The existing graphic similarity between both signs cannot be denied.
 Auditory perception confusion may be induced by the use of the same
grammatical elements at the beginning of the name.
In this case, obviously if consumers somehow call these trademarks something like
AMERICAN EAGLE, then the company I am representing uses its eagle trademark, in
combination with the term AMERICAN EAGLE OUTFITTERS, as your may confirm by the
evidence provided in the opposing proceeding set forth from page 28 to 99 in regard
to proceedings of the court of first instance. So, when a consumer reads AMERICAN
EAGLE and AMERICAN NOBLE GANG, there is an obvious phonetic or generic link of the
trademarks, because both of them use the term AMERICAN.
 There is confusion of ideas when both marks give the same idea in the
consumer's mind. In the case of cars, when perceiving both marks, the consumer has
an eagle idea, since the design stands for both marks. Therefore, the concept
generated when seeing the registered trademark and the other trademark under
question is the same.
Having a confusing (graphic, phonetic or conceptual) sign is sufficient for a mark not to
be considered eligible for registration. In this case, such sign shows similarities in every
(graphic, phonetic, and conceptual) aspect to the pre-existing registered trademark in
favor of my mandator. So, my questions are: Isn’t it confusing that both designs have
and make use of an eagle? Is it confusing that the applicant uses the word AMERICAN?
What are the traits that the opposing party mentions, or the characteristics that
supposedly make the application for the mark distinctive?
Mr. Secretary, there is no such difference. In fact, the applicant is making use of the
design and the word AMERICAN, in order to have a better share of the market in our
country. In this way, such applicant is taking advantage of the prestige gained by
RETAIL ROYALTY COMPANY since 1977.
Rule 3. Buyers perceive the similarity, taking into account the nature of the product.
It would be naïve to think that an applicant chose to use this mark just by chance or as
a “coincidence.” Besides, there is a similar mark with some confusing similarity against
the already registered trademark of my principal. Trademarks protect the very same
products; this clearly entails a registration prohibition according to our law of
trademarks and other distinctive signs.
Let's see the products protected by these signs:
Trademark (Class 18): Athletic handbags, all-purpose athletic handbags, all-purpose
sport bags, backpacks, beach bags, book bags, feminine handbags without handles,
canvas duffel bags for personal items, gym bags, leather shopping bags, shoulder
bags, big bags, travelling bags, billfolds, briefcases, business card cases, phone card
holders, credit card cases, document briefcases, key cases, cases, passport cases,
passport wallets, passport holders, credit card holders, cosmetics bags sold empty,
toiletry bags sold empty, coin purses, woman’s bag without handles, clutch purses,

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drawstring pouches to be used as handbags, belt bags, handbags, saddlebags,
baggage, labels for luggage, pocketbooks, bag briefcase, bags, knapsacks, school
satchels, diplomatic bags and wallets.
Mark requested (Class 18): Trunks, suitcases, briefcases, handbags, backpacks, belts, all
of them made of leather and imitation leather.
The above confirmed—according to the third rule—by comparing trademarks that the
application for this sign must not be registered, because it detrimental to the right of
the company I am representing, by getting consumers confused in regard to such
products.
RULE 4. The existing similarities, rather than differences, between the trademarks should
be taken into consideration.
In this respect, the Court of Justice of the Andean Community has stated the following:
“Trademarks may cause more confusion because of their similarities rather than their
differences. For this reason, the rule of the writer of treatises Breuer Moreno is
summarized as follows: “the existing similarities, rather than differences, between the
trademarks must be taken into consideration.” He explains that “in fact, the overall
similarity between two marks does not depend on different elements of such marks, but
on the similar elements or the arrangement of such elements. This rule is based on the
fact that in most cases, confusion is not caused by chance or coincidence, but the
intent for confusion, taking advantage of the reputation of a pre-existing trademark.
On his complaint, on the other hand, the appellant points out that there are other
decisions which are identical to this case. Yet, there is only one decision that can be
seen on page 19 regarding judicial proceedings of the second trial, referring to a
conflicting trademark, that is, the elk design and the name MOOSE versus the pre-
existing trademark of an elk silhouette. Yet, Mr. Secretary, a decision made in the court
of first instance is not enough to set a precedent, because each case is different. If an
elk design in 2008 was considered as something that could be used by anybody, as
long as it had characteristics or traits that make it distinctive. Such decision is neither
binding nor final to this case; this is an application for a mark that is copied from a
registered trademark; there is no distinctiveness. This was proven by matching these
marks, stating it in writing in the brief in opposition submitted timely by my mandator.
2. The second and last complaint expressed by the appellant refers to the
trademark of the company I am representing. Use of our trademark by others is really
irresponsible, because the pre-existing registered trademark is an eagle design which
provides the owner with an exclusive protection, that is, the right of use and exclusive
registration in our country. Allowing registration of a similar mark with such degree of
confusing similarity—as intended by the applicant—is a flagrant infraction of an
owner’s right. This right should be protected by the judge of court of first instance and
your authority, not allowing such registration.
Comparing the marks, both in the court of first instance and this brief to answer to
complaints, we see that such mark is actually an imitation of the trademark of the
company I am representing. Moreover, I have to state that the trademark is not
registered as a descriptive mark; the descriptivity of a trademark is not seen as an

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abstract concept, but it is seen directly in the products being protected. As a matter of
fact, an eagle design is neither for common use nor describes the products in the
international class 18, nor specifically the ones the company—I am representing—is
protecting, under its trademark registration. One copy was attached to the brief in
opposition. Because it is not included in the court’s files, I am attaching again this brief
as an answer to the complaint. There is neither logic nor legal grounds in the
appellant’s second and last complaint.
Mr. Secretary, the evident similarity between the EAGLE design of AMERICAN EAGLE
and EAGLE DESIGN plus the text AMERICAN NOBLE GANG would make consumers think
logically that RETAIL ROYALTY COMPANY has a new line of products. In this way, at the
expense of the reputation of an older sign, they would be promoting sales of the
products under a later sign. In addition, they will be making use of the word AMERICAN
plus the EAGLE design.
Let me quote part of a resolution made by the Court of Justice of the Andean
Community, on process 70-IP-2000, which is important to the case in records: “Certainly,
ownership of a trademark may not be granted to two persons, so that identical
products or services—of the same kind and for the same purpose—can be
distinguished in the same domestic market. Otherwise, there would be a risk when
consumers buy articles that might be hard to distinguish, regarding the origin of any
manufacturing company. This would be an infringement for acceptance—assignment
of errors—when carrying out legal transactions to procure products or contracting of
services (PLATINOL vs. PLAQUINOL case).”
On the other hand, the doctrine of the Court of Justice of the European Union has
been stating a strict conception as to the risk of association. It defines that such risk
occurs for the mere fact that a consumer, even knowing that trademarks are different
and from different manufacturing companies, may think that there is a legal
relationship (of license, ownership of a partnership group, etc.) between the owners of
the conflicting trademarks.
Now, the trademark EAGLE DESIGN OF AMERICAN EAGLE should be protected against
the risk of sign confusion or association, since allowing unduly another mark to relate to
the pre-existing one would definitively weaken the distinctiveness of the sign, of the
company I am representing.
Mr. Secretary, it would be unfair if a third party benefits from the trademark of the
company I am representing and the enormous investment that my mandator has
made in marketing and publicizing such trademark. In consequence, as a public issue
and given intellectual property rights intended to encourage creative innovation, your
MUST NOT ALLWOW a third party to take advantage unfairly of another company’s
sign.
To substantiate my arguments as to the existing risk of confusion and association
between the trademarks of cars, I am attaching hereof a copy certified by notary for
the purpose of validity of the trademark registration AMERICAN EAGLE, in favor of the
company I am representing, registered under number 0701696, volume 248, page 100,
effective up to July 23rd 2017 in our country.

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You can confirm the use and registration of the trademarks AMERICAN EAGLE and ,
as a whole of the company I am representing, as shown by the evidentiary
facts in the first and second court trials. Registering this mark would only
cause fraud in the market, because they (another company) would own unfairly the
prestige and recognition of the registered trademarks of the company I am
representing. The doctrine and jurisprudence point out the following: “The cause or
reason for not registering an identical or similar sign to another one already registered
or filed for registration is to avoid infringing on the trademark distinctiveness, that is,
affecting such trademark through which a product is identified. An identical or similar
sign to a trademark poses a threat in marketing products, leading consumers to make
mistakes. Also, this will not allow an interested producer to know the quality and origin
of its product by identifying the trademarks. To this end, applications for registration of
trademarks posing a threat to confusion in the market and consumers’ mistakes—failing
to identify the goods and services and their manufacturers or providers—may not be
registered ...” Court of Justice of the Andean Community, Resolution of July 1, 1997.
By virtue of everything set out above, I am asking your authority to declare the appeal
filed as unfounded or dismissed, confirming so the decision of the court of first instance,
which orders to file records, without permitting such registration.
I am appointing Nora Casanova Soto and/or Yurisma Soto Ortega to submit this brief.
Managua, on this 9th day of April 2010.

EXERCISE I: MATCH THE FOLLOWING

1. Partnership _____ A. any ongoing legal filing, hearing, trial and/or judgment.
2. Appear v. ____ B. the first document filed with the court.
3. Proceeding ____ C. body of principles
4. Complaint ____ D. a business enterprise entered into for profit
5. Trademark ____ E. philosophy or science of law
6. Trial ____ F. a person you are fighting against in an argument.
7. Opponent _____ G. for a party or an attorney to show up in court.
8. Opposing party ____ H. adversary, appellant, claimant, or disputant in a lawsuit
9. Doctrine ____ I. a distinctive design, picture, emblem, logo or wording.
10. Jurisprudence _____ J. 6the examination of facts and law presided over by a
judge.

EXERCISE II: COMPLETE THE SENTENCES BELOW WITH THE WORDS AND PHRASES
BELOW.

Confusion simultaneously successively


an eagle design and words Diana Isabel Fonseca Zamora the opposing party
American Noble Gang RETAIL ROYALTY COMPANY

1. ____________________________________ is representing RETAIL ROYALTY COMPANY.


2. _________________________________ are the two elements of the trademark.
3. The decision in the first trial was favorable to _______________________________
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4. The similarities between the trademarks lend themselves to __________________
5. Trademarks should not be examined _________________________________________
6. ________________________ feels that consumers will not make mistakes concerning the trademarks.

EXERCISE III: PARAPHRASING: FIND AND COPY THE SENTENCES AND PHRASES FROM
THE READING THAT CONVEY THE MESSAGES OR MEANINGS BELOW.

RULES.
1. Similar trademarks may cause impressions that lead to confusion.
____________________________________________________________________________________
2. Impressions are usually fixed in our minds. ______________________________________________
___________________________________________________________________________________
3. Consumers may get confused when they observe differences. ________________________________
___________________________________________________________________________________
4. When looking at brands, people often tend to focus more on images. __________________________
___________________________________________________________________________________
5. Registered trademarks are to protect the products or services provided by one company.
____________________________________________________________________________________
6. These two trademarks may be confusing because they begin with the word “AMERICAN.”
____________________________________________________________________________________
____________________________________________________________________________________
7. A trademark should not be eligible for registration if there is a confusing sign.
____________________________________________________________________________________
____________________________________________________________________________________
8. The opposing party is trying to take advantage of an already recognized trademark.
____________________________________________________________________________________
9. A similar trademark must not be registered because it will harm my company by getting consumers
confused about the products. ____________________________________________________________
____________________________________________________________________________________
10. In regard to trademarks, people may get confused because of similarities rather than differences.
____________________________________________________________________________________
11. Opposition brief has proven that there are no grounds to register a mark copied from our trademark.
___________________________________________________________________________________
___________________________________________________________________________________
___________________________________________________________________________________
12. The right of an owner of the original trademark is violated if a similar mark is registered.
____________________________________________________________________________________
____________________________________________________________________________________
13. The appellant’s last complaint is groundless and illogical. __________________________________
___________________________________________________________________________________
14. On similar trademarks, consumers may consider there is a relationship between such trademarks.
___________________________________________________________________________________
___________________________________________________________________________________

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EXERCISE IV: COMPLETE USING THE CORRECT WORD FROM THE LAST PART OF THE
DOCUMENT.

similar signs registered Court of Justice of the Andean Community


trademark distinctiveness Court of Justice of the European Union

1. Registering a mark similar to our trademark would weaken the ______________________ of the sign.
2. A third party should not take advantage unfairly of the __________________ of another company.
3. When marketing products, there should not be ______________________________ to a trademark.
4. Trademark signs that may cause confusion in the market may not be ________________________.
5. The above idea or statement was made by the _____________________________________________.

************************************************************************************

UNIT 22 Consulting Agreement (Contrato de consultoría)

The Company Beautiful Views for the purposes of this agreement or contract
named BV and being represented by its Director, Emelina Sotomayor, hereinafter
shall be named the Contracting Party, and ______________________________,
the Consultant shall be hereinafter by this document agree to enter into a
consultancy contract. This Agreement shall be governed by the following conditions
and stipulations:
PURPOSE OF THIS AGREEMENT
To systematize the formulation process in Urban Planning for the purpose of
retrieving knowledge developed in implementation process, having a deeper
understanding of it in order to improve such practice.
SCOPE
The scope of this agreement is stipulated in the attached Terms of Reference
document, and it has the same validity for legal effect to this Contract.
REPRESENTATION AND STAFF
The Consultant hereby shall carry out the works according to the terms of reference
to this contract. The Contracting Party, as a Director, designates Roberto
Solorzano, BV Managua Team Coordinator and Amparo van der Zee, Urban
Planning Management Senior Advisor in BV Nicaragua so that they provide
technical-administrative follow-up on this Consultancy, helping for a successful
work.
DURATION
This Consultancy shall be for two months, 44 business days, starting as of 4
December 2010 and ending no later than 15 February 2011.

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BV CONTRIBUTION
Total fee for this Consultancy shall be US$________ (dollars). This includes
operating expenses, that is, transportation, room and board when the consultant
has to move. Operating expenses to cover fuel, food, and printing of materials shall
be provided by Ministry of City Planning. These shall be given directly to the
Consultant (See amounts in Terms of Reference).
FEE PAYMENT METHOD
BV shall pay the specified consulting fees as follows:
40% of total consultancy cost (US$ dollars), 48 hours after signing this contract.
30% of total consultancy cost (equivalent to US$ dollars), upon delivery of the first
report.
30% of total consultancy cost (equivalent to US$ dollars), upon approval of the
final report by the BV Director.
RIGHTS TO PRODUCTS
It is construed that BV reserves every copyright and additions on the products
developed in fulfilling this contract.
TERMINATION OF AGREEMENT
BV reserves the right of rescinding this contract unilaterally in case of non-
fulfillment or unsatisfactory work done by the Consultant.
BV shall pay fees for the time period worked by the Consultant, until this
employment contract is completed.
SPIRIT
Both parties make a commitment to carry out the activities concerning this contract
within a general spirit of cooperation.
RISKS AND RESPONSIBILITIES
BV does not assume any responsibility with respect to accidents, diseases,
disability, death or unemployment of the Consultant during or after this Contract.

Agreeing on what is set forth above, both parties sign in two documents the same
provisions contained in this contract, in the city of Managua on the 4th day of
December 2010.

______________________ _____________________________
Emelina Sotomayor
Director The Consultant
BV Nicaragua

EXERCISE I: STUDENTS WRITE 12 QUESTIONS TAKEN FROM THIS ABOVE CONTRACT.


STUDENTS CAN SEE PREVIOUS UNITS TO WRITE SIMILAR QUESTIONS. THEIR WORK
WILL BE CHECKED BY OTHER PARTNERS AND PROFESSOR.

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UNIT 23 Pre-Trial Procedure (Procedimiento anterior al juicio)

LAWYER'S ADVICE TO CLIENT ABOUT THE PROCEDURE IN MISDEMEANOR CASES IN


MUNICIPAL COURT IN THE UNITED STATES OF AMERICA (US).
You have the right to the following:
1. You will be advised of your following constitutional rights:
(a) to a public and speedy jury trial.
(b) against self-incrimination.
(c) of confrontation of witnesses and have them cross-examined by your attorney.
(d) to subpoena witnesses on your behalf.
2. The complaint will be read to you
3. Usually you will enter one of the following pleas, with the following consequences:
(a) Guilty of Nolo Contendere: The Judge may sentence you right away, if you so wish; but usually
he will first request a probation report and he will set a date for a hearing, in 4 weeks.
(b) Not Guilty: The Judge, together with the defense attorney and the city attorney, will set a date for
your trial. Unless you waive time or otherwise provided, you must be brought to trial within 30 days if
you are in custody or within 45 days if you are free on bail or O.R.

LAWYER'S ADVICE TO CLIENT ABOUT THE PROCEDURE IN FELONY CASES IN


MUNICIPAL COURT IN THE US.
I. Arraignment:
(a) You will be advised of your constitutional rights (the same as misdemeanor cases)
(b) The complaint will be read and copy of it will be given to your attorney.
(c) Plea: You will plead "Not Guilty," and the Court will set a date for the Preliminary Hearing, in
Municipal Court (usually within 2 to 10 days)
At this point, each attorney may want to explain to his client why he should not plead “guilty” not “nolo
contendere” in Municipal Court in Felony cases.
(d) Bail setting and/or possibility to be released O.R.
(e) Possibility of Plea Bargaining (disposition without trial) is minimal at the arraignment level in
Municipal Court, for many reasons, and also because the Municipal Court has no jurisdiction to sentence
Defendant (D) for a felony.

II. Preliminary Hearing or Preliminary Examination


(a) D appears with counsel before judge and is confronted with evidence to support charge or charges
against him.
(b) Purpose:
(1) to determine if a crime has been committed.
(2) to determine if there are reasonable grounds to believe D involved.
(c) Generally, the People’s case is presented without an affirmative defense. The defense, however,
does cross-examine the People's witnesses.
(d) Disposition:

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(1) The Court can dismiss the case and release D:
(i) if evidence insufficient.
(ii) on other legal grounds (no reasonable cause for search and/ or seizure and/or arrest, etc.)
(2) The Court can hold D to answer in Superior Court if the Court believes evidence
sufficient, in which case he will be arraigned in Superior Court and tried there at a later
date.

PRE-TRIAL PROCEDURE

All proceedings before trial, in misdemeanor as well as in felony cases, are pre-trial procedure. Starting
from the day of the arraignment, many different kinds of motions may be made by both parties, the
People and the Defendant, although usually they will be made by the D. There is a Pre-Trial Conference
and that is mostly the time when the parties try to work out a disposition of the case without trial.

EXERCISE I: MATCH THE FOLLOWING TERMS WITH LEGAL DEFINITIONS.

1. Advice A. proceeding after a criminal complaint has been filed


2. Constitutional rights B. derive from the US Constitution or Bill or Rights
3. Self-incrimination C. choose not to demand something in a particular case
4. Speedy trial D. opinion about a situation or problem
5. Witness E. person who has first-hand knowledge about a crime
6. Waive F. avoids an unreasonable lengthy incarceration
7. Felony G. having done something illegal
8. Misdemeanor H. the act accusing oneself of a crime
9. Preliminary hearing I. a meeting for consultation or discussion
10. Plea J. lesser criminal act in common law legal systems
11. Guilty K. serious crime in the common law countries
12. Conference L. answer to a claim in a civil or criminal case in common law

EXERCISE II: TRUE AND FALSE STATEMENTS.

1. An individual in the United States does not have the right to a speedy trial. ____
2. A defendant may bring witnesses to a trial. ____
3. They will read the complaint to the defendant. ____
4. Regarding Nolo Contender, the judge never sets a date for a hearing ____
5. An individual must be incarcerated in the US for more than 45 days before trial. ____
6. In misdemeanor cases, when you plead not guilty, you are sentenced right away by the Judge. ____
7. Defendant and Attorney appear before the judge in preliminary hearing. ____
8. Should evident be insufficient, the court may dismiss the case and set D free. ____
9. Based on sufficient evidence, one court never have D answer in a Superior Court. ____
10. Pre-trial procedure includes all proceedings before trial. ____
11. Most motions are made by the Defendant in the arraignment process. ____

EXERCISE III: DISCUSSION. ASK YOUR COLLEAGUES ABOUT THE SIMILARITIES AND
DIFFERENCES IN THEIR COUNTRIES WITH REGARD TO THE PROCEEDINGS DESCRIBED
ABOVE. PROFESSOR MUST HELP STUDENTS BY PROVIDING THE APPROPRIATE
VOCABULARY, HELPING THEM TO TRANSLATE INTO ENGLISH.

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UNIT 24 Agreement with Provider of Network Services
(Contrato con proveedor de servicios de red)

This Agreement with Provider of Network Services (the “Agreement”) is effective (Date), between (Your
company “Provider”), a company organized and existing under the laws of the (State/Province), with its
head office located at (Your complete address), and (User name “User”) a company organized and
existing under the laws of the (State/Province), with its head office located at (Complete address).

This agreement represents the complete agreement and understanding between (Your company name, the
“Provider”) and the account holder (the “User”) and supersedes any other written or oral agreement.
Upon notice published on-line via Provider services, Provider may modify these terms and conditions,
amplify them, and/or modify the prices, as well as discontinue or change services offered.

If you do not agree to these terms and conditions, please notify our billing department at (Specify) so we
can initiate a closure of your account. Use of your Account will constitute your approval.

1. Subject to the provisions hereof, the account will be opened upon reception of payment,
together with this contract, and repeated in each successive billable period thereafter at the
then applicable prevailing rates and charges, unless written notice of cancellation is received
from User at least (Number) days prior to the beginning of the next billable period.

2. Charges for “billable period rate” services are payable prior to the beginning of each period.
Failure to pay in no way relieves the User’s obligations to make full payment. User hereby
agrees to pay any and all attorney fees, court costs, and related expenses incurred by
Provider in the collection of any amount.

3. Provider may, with (Number) day’s written notice, amend the rates and/or charges for any
future server usage and/or services.

4. User agrees to use all Provider services and facilities at User’s own risk. Provider
specifically disclaims all warranties of merchantability and fitness for a particular purpose.
In no event shall Provider be liable for any loss, or data, or other damage the client or the
client’s Users may suffer. This includes loss of data resulting from delays, non-deliveries,
mis-deliveries, or service interruptions causes by its own negligence, subscriber’s errors or
omissions, or due to the fault of third parties. User agrees to protect, defend, hold harmless
and expeditiously indemnify Provider and its agents and service providers against any and
all liability, claim, damage, loss of expense arising from claims of libel, unfair completion,
unfair trade marks, trade names or patents, violations of rights and privacy and infringement
of copyrights and property resulting from User’s use of Provider services.

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5. User is solely responsible for securing User’s username and password. User is solely
responsible for changing User’s password as required to assure secure access to User’s
account.

6. Provider accounts cannot be transferred or used by anyone other than the subscriber. Users
may not sell, lease, rent or assign the connection or parts of the connection to any party not
named in this policy. User may allow FTP access to its server and host web sites for its
Users without violating this policy. Network bandwidth charges in excess of allocated
amount will be assessed from access log reports generated by HTTPD server.

7. Provider reserves the right to cancel any account, at any time, without notice, for any reason
Provider considers appropriate. In case of cancellation, unused fees may be returned to the
subscriber on a pro rata basis. Subscriber must notify Provider in writing to cancel service.
Fees for set-up and the first quarter’s service are not refundable.

8. User shall ensure that its use of Provider’s network services shall not disrupt Provider, its
agents, service providers and/or its associated networks or equipment forming part of the
systems. Users shall not transmit any communication where the meaning of the message, or
its transmission or distribution, would violate any applicable law or regulation or would
likely be offensive to the recipient thereof. No message may be mass distributed,
“broadcast,” or otherwise sent on an intrusive basis to any Provider user or to any directly or
indirectly attached network. Use of Provider’s connection in a manner this is disruptive,
damaging, unlawful, offensive, or intrusive as determined by the Provider shall be
considered a breach of this policy and may result in cancellation of service. Use of the e-
mail system to send unsolicited e-mail or UserNet postings is specifically not allowed from
any Provider account. At Provider’s discretion, access to Provider’s Internet Account or
agent for Provider’s Internet Account may be revoked at any time for abusive conduct on
the system and/or the Internet and its resources as a whole. Provider and its officer’s are
deemed as authority to define abusive conduct to the system. And definitions may
periodically change or be amended to previous ones.

9. User is solely responsible for usage of Provider’s Services and any statement User makes on
Provider’s system may be deemed a “publication” of the information entered.
Acknowledging the foregoing, User specifically agrees not to use Provider’s service in any
manner that is illegal, libelous, or against any Provider policy. Services provided to the User
by Provider may only be used for lawful purposes. Transmission or publication of any
information, data or material in violation of any federal or provincial regulation or law is
prohibited. This includes, but is not limited to, material protected by copyright, trade mark,
trade secret, patent, statutory common law, other statute, or proprietary interest of others or
contains any libelous, or any threatening material or obscene material. Such materials will
be removed at any time upon receiving a complaint and or notice of copyright infringement.

10. The minimum contract length is (18) months following initial subscription or contract
period. Payment shall be made quarterly, or annually as indicated in the purchase agreement
information. Provider also reserves the right to cancel any services/account without notice

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for reasons it sees as fit and just. Accounts cannot be cancelled by the User during the
contract’s duration.

11. The billable service period begins on the date the services indicated in this agreement
become available to User.

12. Use of other organizations’ networks or computing resources is subject to their respective
permission and usage policies.

13. Use of these services will involve listing User’s participation in relevant directories, and
User expressly grants permission for such listings.

14. Provider requires that its agreements be made with a person who is qualified to contract. As
such, subscriber must be over the age of eighteen years. Otherwise, a parent or guardian
must accept this agreement and enclose the proper payment.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.

Provider User
_______________________________ _____________________________
Authorized Signature Authorized Signature
_______________________________ _____________________________
Print Name and Title Print Name and Title

EXERCISE I: MATCH THE FOLLOWING TERMS WITH LEGAL DEFINITIONS.

1. Agreement A. party that signs at the end of a document


2. Law B. a charge, payment, or price fixed according to a ratio
3. Billing department C. a machine on a network that enables a hostname
4. Closure D. the act of collecting money
5. Rate E. division of an organization that issues invoices or bills
6. Relieve F. the mutual assent of contracting parties to the same terms
7. Collection G. set free from a duty, burden, or liability
8. Subscriber H. installation, establishment
9. Server I. when a business or company stops operating
10. Set-up J. a rule of conduct or action prescribed and binding
11. Pro rata basis K. proportionate allocation of an amount, e.g. income, costs, shares,
taxes, etc.

EXERCISE II: CIRCLE THE LETTER OF THE PHRASE THAT BEST COMPLETES THE
STATEMENT (MULTIPLE-CHOICE). START FROM NUMBER 7.

1. Who will not get its fees back for set-up and the service of the first quarter
A. Provider

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B. Subscriber
C. a and b
D. none of the above

2. Provider may not be disrupted by


A. agents
B. server provider
C. associated networks
D. user

3. Intrusive messages may not be mass distributed or disseminated by


A. Provider
B. Provider´s officers
C. user
D. all of the above

4. Who determines what an abusive conduct is?


A. Provider
B. UserNet
C. Provider’s officers
D. a and c are correct

5. Provider policy may be violated by


A. federal officers
B. user
C. Board of Directors
D. none of the above

6. It is prohibited to transmit the following, except


A. material violating provincial regulation
B. material protected by copyright
C. information provided by the user
D. trade secret

EXERCISE III: ANSWER THE FOLLOWING QUESTIONS.

1. Can the User cancel contract in the first 6 month of the contract period? ________________________
2. When will the User begin to be billed for such service? ______________________________________
3. How can organizations’ networks and computing resources be used? ___________________________
____________________________________________________________________________________
4. What are the qualifications for a subscriber to make this contract? _____________________________
____________________________________________________________________________________
5. What may the Provider do on-line according to the second paragraph of this agreement? __________
___________________________________________________________________________________
___________________________________________________________________________________

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6. What do you have to do if you do not agree to the terms and conditions of this Agreement? ________
____________________________________________________________________________________
7. When will an account be opened? ______________________________________________________
8. When must the billable period rate services be paid? _______________________________________

TEST 2 Deed on Incorporation (Acta constitutiva)


(SEAL) (TRANSLATION) SERIES “I” (SEAL) 1670121
“A F F I D A V I T”
DEED OF INCORPORATION NUMBER THIRTY-THREE (33). - GENERAL POWER OF
ATTORNEY FOR MANAGEMENT. - In the city of Managua, Republic of Nicaragua, at 11:10 a.m.
on June 2, 1998, before me, BENITO JAVIER GOROSTEAGA SANTOS, both Notary Public and
Attorney of the Republic of Nicaragua, with domicile in this city, authorized by the most Excellent
Supreme Court of Justice to practice as a Notary Public for a five-year period that ends on June 18, 2002,
the appearer of full legal age, single, Accountant and of this domicile Mr. GILBERTO BERMUDEZ
CHAVIANO, whom I certify to know personally, has the required legal capacity to bind himself and
enter into contract, and specially acting in his capacity as Chairman of the Partnership or Company
named "AVÍCOLA NICARAGUENSE SOCIEDAD ANONIMA" (ANSA), of this domicile, organized
and existing under the laws of the Republic of Nicaragua, his capacity is shown by the following original
documents that I, the Notary Public, hereby certify: a) Affidavit of the Deed of Incorporation including its
By-laws approved, authorized in this city by virtue of the undersigned Notary’s office at 1:20 p.m. on
April 9, 1992; registered under Number EIGHTEEN THOUSAND THREE HUNDRED hyphen B FIVE
(No. 18,300-B5), pages fifty one to sixty five, volume six hundred eighty seven hyphen B five, Second
Register of Partnerships, under Number TWENTY-SEVEN THOUSAND SIX HUNDRED AND
TWENTY-ONE (No. 27,621), pages one hundred thirty-seven and one hundred thirty-eight, volume
twenty, Register, both registrations in the Mercantile Registry of this Province; b) Certification of
relevant parts contained in Minutes Number Four of a Special Meeting of Shareholders held in this city at
9:00 a.m. on February 19, 1997, where the appearing person was elected as President of the Board of
Directors of this Partnership, such Certification was issued by the undersigned Notary Public at 9:00 a.m.
on June 2nd. of this year, which is attached to this official record, pages 88-89 in this formal registry; and
c) Certification of the Minutes Number Forty of Regular Meeting held in this city at 4:45 p.m. on May
15, 1998, reading from the front of page sixty-four to the back of page sixty-five in the Minutes Book
kept by such Partnership, such certification was issued by the undersigned Notary at 8:30 a.m. on June 2nd
this year, which is attached to this official record including page number eighty-six and-eighty seven. I
certify that the aforementioned documents are sufficient authorization papers for the appearing person,
Mr. GILBERTO BERMUDEZ CHAVIANO, to obtain this instrument, having no clauses that modify or
restrict his legal capacity. IN HIS CAPACITY THE GRANTOR STATES: ONLY CLAUSE That with
expressed instructions of the Company he is representing "AVÍCOLA NICARAGUENSE, SOCIEDAD
ANONIMA" (ANSA), he confers on Mrs. CELA MANZANAREZ GUYEN, of legal age, married,
Engineer, and of this domicile, GENERAL POWER OF ATTORNEY FOR MANAGEMENT, so that
she is the representative of the limited Company AVÍCOLA NICARAGUENSE SOCIEDAD
ANONIMA—in the Republic of Nicaragua, in all its matters and businesses, with the powers of a general
agent for management, and under terms set forth in Article 3,296 of the Civil Code of the Republic of
Nicaragua, and while fulfilling her mandate, she may: a) Make contracts and carry out the required acts
for conservation and development of such assets; b) Intend and maintain possessory actions, as may be
needed, to suspend a prescription by operation of the law with respect to the things included in such
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mandate c) Rent or lease the chattels or real estate up to one year; d) Sell products as well as other
chattels that because of their nature are intended to be sold or are prone to be lost or deteriorate; e)
Demand judicially and extrajudicially for payment of credits, giving the corresponding receipts; f) Carry
out every legal proceedings that according to the nature of such business are found virtually therein as a
means for application or as necessary consequence of such mandate; and g) Substitute this Power of
Attorney, in whole or in part, when having authorization from the Board of Directors; revoke all such
substitutions and start again when deemed to be appropriate. The grantor expressed himself in this
manner well instructed by me, the Notary Public, as to the scope and legal validity and result of this act,
of its purpose, the only clause contained herein, of the meaning of the waivers and explicit and implicit
stipulations that assure its validity and on the need for its registration in the Public Records Office. This
Deed was fully read by me, the Notary, to the grantor, who agree accordingly, approves without making
any modifications, and signs along with the undersigned Notary, that I hereby certify. Witness all related
to it. Amended in the original THIRTY THREE. (S) GILBERTO BERMUDEZ CHAVIANO- (S)
BENITO JAVIER GOROSTEAGA SANTOS. **** **** **** ****
THUS DONE AND PASSED BEFORE ME: from the back of page number ninety to the back of
folio ninety one of my FORMAL REGISTRY NUMBER TWENTY, which I keep this year; and
at the request of Mrs. CELA MANZANAREZ GUYEN, I issue this first copy in two sheets of
stamped paper, which I sign and seal, in the city of Managua, at 9:30 a.m. on August 7, 1998. The
above Original Sheet is Series "I" No. 1890121. –
(S) BENITO JAVIER GOROSTEAGA SANTOS
Notary Public (SEAL)

ALBERTO OVIEDO ROJAS


LAWYER AND REGISTRAR IN THE CITY OF MANAGUA
CERTIFIES
That this document was submitted in this office at 8:53 a.m. on August 19 this year, Entry #205604, Page
263; Volume 346 in the Daily Book or Register and recorded today under No.20.138, Page 452/455,
Volume 230, third Register of Powers of Attorney in this Public Registry Office, Managua, August 27,
1998.
(S) (SEAL)

EXERCISE I: MATCH THE FOLLOWING SIMILAR TERMS AND PHRASES.

1. Bylaws A. out-of-court
2. Entirely or partially B. economic resources
3. Mercantile Registry C. in whole or in part
4. Legal capacity D. operating manual
5. Assets F. legal status
6. Extrajudicial G. paper which bears a pre-printed revenue stamp
7. Stamped paper H. companies registry

EXERCISE II: CIRCLE THE LETTER OF THE PHRASE THAT BEST COMPLETES THE
STATEMENT (MULTIPLE-CHOICE).

1. The reading states that the undersigned Notary Public knows personally
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A. Alberto Oviedo Rojas
B. Benito Javier Santos
C. Gilberto Bermudez Chaviano
D. none of the above

2. Certification of relevant parts in Minutes of a Special Meeting contains


A. election of Board President
B. the Mercantile Registry
C. the By-laws
D. none of the above

3. A power of attorney is granted to


A. Gilberto Bermudez Saviano
B. Cela Manzanarez Guyen
C. ANSA
D. all of the above

4. The power of attorney let Celia Manzanarez Guyen


A. intend and maintain possessory actions
B. lease chattels and real estate
C. sell products and other assets
D. all of the above

5. Celia Manzanarez Guyen may not


A. demand judicially and extrajudicially in regard to credits
B. conduct legal proceedings with respect to the business
C. take legal actions against the Board of Directors
D. none of the above

6. The grantor agrees to the following


A. registration of this document
B. legal consequences of this act
C. the waivers involved
D. all of the above

EXERCISE III: POST-READING ACTIVITIES.

1. Give some general information or particulars of Mr. Gilberto Bermudez Ch. ___________
_______________________________________________________________________
2. What are Mr. Bermudez Chaviano’s credentials as Chairman of ANSA? ______________
_______________________________________________________________________
3. Why did Mr. Bermudez grant such Power of Attorney? ____________________________
________________________________________________________________________
4. Does the Power of Attorney include substituting the same Power of Attorney? If so, how?
_____________________________________________________________________

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5. Who read this Deed to the Gilberto Bermudez Chaviano? ________________________

PART 3 ANSWER KEY

UNIT 19 Power of Attorney (Poder notarial) P. 67

EXERCISE I: 1. In the District of Columbia; 2. No, Is NCBA located in Washington D.C. 20005; 3. No;
4. Mr. James Harold Pryor; 5. June 23, 2008; 6. Yes; 7. Yes; 8. John Haak, President and CEO and Susan
P. Young, Notary Public; 9. Mr. James Harold Pryor; 10. On September 30, 2012; 11. Penny

UNIT 20 Translation Service Contract (Contrato de traducción) P. 68

EXERCISE I: Since there may be different acceptable versions of the translation, please email your
version to the professor for correction, or get the translation of Spanish version by writing to
e_tellez2@hotmail.com.

UNIT 21 Answer to a Claim (Contestación al fondo) P. 70

EXERCISE I: 1. D; 2. G; 3. A; 4. B; 5. I; 6. J; 7. F; 8. H; 9. C; 10. E

EXERCISE II: 1. Diana Isabel Fonseca Zamora; 2. an eagle design and words; 3. RETAIL ROYALTY
COMPANY; 4. Confusion; 5. simultaneously; 6. the opposing party

EXERCISE III: 1. confusion results from the overall impression made by the trademarks; 2. Memory of
what was seen or read remains in the back of a person’s mind, focused on certain impressions; 3. they
may be indirectly confused or undecided in case they see differences; 4. oftentimes consumers are guided
by an image or graph; 5. this pre-existing or registered trademark is a duly protected right in our country;
6. when a consumer reads AMERICAN EAGLE and AMERICAN NOBLE GANG, there is an obvious
phonetic or generic link of the trademarks, because both of them use the term AMERICAN; 7. Having a
confusing (graphic, phonetic or conceptual) sign is sufficient for a mark not to considered eligible for
registration; 8. applicant is taking advantage of the prestige gained by RETAIL ROYALTY COMPANY
since 1977; 9. this sign must not be registered, because it detrimental to the right of the company I am
representing, by getting consumers confused in regard to such products; 10. Trademarks may cause more
confusion because of their similarities rather than their differences; 11. this is an application for a mark
that is copied from a registered trademark; there is no distinctiveness. This was proven by matching these
marks, stating it in writing in the brief in opposition submitted timely by my mandator; 12. Allowing
registration of a similar mark with such degree of confusing similarity—as intended by the applicant—is
a flagrant infraction of an owner’s right; 13 there is neither logic nor legal grounds in the last complaint;
14. consumers may think that there is a legal relationship (of license, ownership of a partnership group,
etc.) between the owners of the conflicting trademarks

EXERCISE IV: 1. distinctiveness; 2. trademark; 3. similar signs; 4. registered; 5. Court of Justice of the
Andean Community
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UNIT 22 Consulting Agreement (Contrato de consultoría) P. 77

EXERCISE I: Professor will check students’ questions.

UNIT 23 Pre-Trial Procedure (Procedimiento anterior al juicio) P. 79

EXERCISE I: 1. D; 2. B; 3. H; 4. F; 5. E; 6. C; 7. K; 8. J; 9. A; 10. L; 11. G; 12. I

EXERCISE II: 1. F; 2. T; 3. T; 4. F; 5. F; 6. F; 7. T; 8. T; 9. F; 10. T; 11. T

UNIT 24 Agreement with Provider of Network Services


(Contrato con proveedor de servicios de red) P. 81

EXERCISE I: 1. F; 2. J; 3. E; 4. I; 5. B; 6. G; 7. D; 8. A; 9. C; 10. H; 11. K

EXERCISE II: 1. B; 2. D; 3. D; 4. D; 5. D; 6. C

EXERCISE III: 1. No, he cannot; 2. On the date the service becomes available; 3. through the respective
permission and observing the usage policies; 4. be over the age of eighteen years or have parent or
guardian made the payment; 5. modify these terms and conditions, amplify them, and/or modify the
prices, as well as discontinue or change services offered; 6. To notify the billing department to close the
account; 7. upon reception of payment, together with this contract; 8. prior to the beginning of each
period

TEST TWO Deed on Incorporation (Acta constitutiva) P. 85

EXERCISE I: EXERCISE I: 1. D; 2. C; 3. H; 4. F; 5. B; 6. A; 7. G

EXERCISE II: 1. C; 2. A; 3. B; 4. D; 5. C; 6. D

EXERCISE III: 1. full legal age, single, Accountant and of this domicile; 2. Affidavit of the Deed of
Incorporation, Certification of Minutes (Special & Regular meetings); 3. Because he was instructed by
the Company; 4. Yes, but it requires authorization from the Board of Directors; 5. The Notary

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GLOSSARY AND PHRASES IN LEGAL ENGLISH
1st. primero, 1ro. adopt v. adoptar
abandon v. abandonar advantage ventaja
abbreviation abreviatura, adversary adversario
abreviación advice asesoramiento
ability, skill habilidad advise v. asesorar, informar,
able capaz notificar
about acerca, alrededor affect v. afectar
above anteriormente, más arriba affidavit testimonio, certificación
abroad en el extranjero affiliate afiliado, empresa filial
accept v. aceptar affiliation afiliación, relación
acceptable aceptable estrecha
acceptance aprobación, affirmative defense defensa de
aceptación fondo
accessibility accesibilidad affixed puesto, fijado
according to de acuerdo a, aforementioned anteriormente
conforme a mencionado, antedicho
accordingly como corresponde, after después de
por lo tanto again otra vez, de nuevo
account cuenta against en contra, contra
Accountant contador age edad
accounting period período, agenda agenda, orden del día
ejercicio financiero agent agente, representante
accounting procedures agree v. acordar, aceptar, convenir
procedimientos de contabilidad
agreement, contract contrato
accounting report informe de
agri-business, agro-business
contabilidad
agroindustria, agronegocios
accurate translation traducción
alimony pensión alimenticia para
exacta
ex-cónyuge
achieve v. lograr, obtener
all todo
acknowledge v. reconocer, admitir
allege v. alegar, aducir
acknowledgement reconocimiento
allocated asignado
act acto
action acción allocation asignación, distribución
activity actividad allow v. permitir
actually realmente along with junto con, además de
addition adición already ya
additional adicional, extra also también
address dirección alter v. cambiar, alterar, modificar
adequacy adecuación alteration alteración, cambio
adjudicated adjudicado alternate alterno
administer v. administrar although aunque, a pesar de que

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amendment enmienda, as follows de la siguiente manera
modificación as of a partir de
American estadounidense, as shown como aparece
americano as stated como se declara o
amount cantidad, cuantía, monto expresa
amplify v. amplificar, aumentar as the case may be según sea el
analysis análisis caso
another, other otro ascertainable determinable
answer respuesta, contestación ask for v. pedir, solicitar
answer v. contestar, responder ask v. preguntar
anti inflammatory anti inflamatorio aspect aspecto
antonym antónimo aspiration aspiración
any alguno, alguna, cualquier(a) assessment, evaluation
anyone, anybody cualquier evaluación, valoración
(persona) assets activos, patrimonio
anything cualquier (cosa) assign v. traspasar, transferir,
apartment apartamento ceder
appeal apelación, recurso assignee cesionario, sucesor
appear v. comparecer, aparecer assignment traspaso,
appearing person, appearer transferencia, cesión
compareciente assigns cesionarios
applicable aplicable, pertinente assist v. dar asistencia
applicant solicitante assistance asistencia
application solicitud, aplicación assistant asistente
apply v. aplicar associated with relacionado con
appoint v. nombrar assure v. garantizar, asegurar
appointment nombramiento attach v. anexar, adjuntar
appropriate adecuado, attachment documento adjunto,
conveniente, apropiado compromiso
approval aprobación, aceptación attack ataque
approve v. aprobar, autorizar attn. atención a
April abril attorney, counsel, lawyer
abogado
arbiter, arbitrator árbitro
audit, auditing auditoría
arbitration arbitraje
August agosto
architect arquitecto
author autor
arise v. surgir, aparecer
authority autoridad
arising from que surja de
arraignment introducción de authorization autorización
cargos authorize, approve v. autorizar,
aprobar
arrangements arreglos
articles of incorporation acta automatically de forma automática
constitutiva, estatutos autonomy autonomía
avoid v. evitar, evadir
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aware of consciente de bind, obligate v. obligar, atar
awareness conciencia, binding vinculante, obligatorio
conocimiento bird pájaro
back dorso, la parte trasera birth certificate partida de
back up v. respaldar, apoyar nacimiento, certificado de
bag bolso nacimiento
bail setting fijación de la fianza bishop obispo
balance saldo, equilibrio blank espacio en blanco
balance sheet balance (general) board (of directors) junta directiva
bank account cuenta bancaria o body cuerpo, órgano
de banco book libro
bank, banking system banco, born nacido
banca borrow v. solicitar prestado
barrister abogado boss, chief jefe
based upon basado en both ambos
basis base boy child niño
be in custody estar detenido branch sucursal
be, was/were, been v. ser, estar brand marca, tipo
bear v. traer, portar, llevar breach infracción, violación
because porque brief escrito, informe
become, became, become
bring v. traer, llevar
volverse, hacerse
broker corredor, bróker
before antes (de), ante
begin, began, begun v. comenzar, build up v. crear, establecer
iniciar building edificio
beginning, start comienzo business negocio, actividad
behave v. comportarse business enterprises empresas
comerciales
behavior, conduct conducta
business manager gerente
belong v. pertenecer administrativo
below debajo de, a continuación business operations actividades
benefit v. beneficiar comerciales
better mejor business organization
between, among entre organización empresarial
beyond más allá but pero
bill factura, cuenta buyer, purchaser comprador
bill of exchange letra de cambio by por (parte de), junto a
bill v. facturar, enviar la cuenta by virtue of en virtud de
billable facturable bylaws reglamentos
billable period rate tarifa por el called llamado, denominado
período facturable cancellation cancelación
billing department departamento capacity capacidad
de facturación capital capital
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capital stock acciones de capital, colleague colega
capital social come, came, come venir
capitalizable capitalizable commence v. comenzar, iniciar
caption pie de foto, leyenda commercial comercial, mercantil
carry out v. realizar, llevar a cabo commercial paper efectos
carry v. llevar comerciales, instrumentos
case caso negociables
cause causa commercially comercialmente
cause v. causar, ocasionar commission comisión
century siglo commissioned autorizado,
ceremony ceremonia encargado
commissioner comisionado,
certainly ciertamente, sin duda comisario
certification certificación commit v. comprometerse
certify v. dar fe, presenciar common común, ordinario
change cambio common sense sentido común
charge cargo, cobro, acusación communicate v. comunicar
charge v. cobrar, acusar community comunidad
charter capítulo community property propiedad
chattels bienes muebles común, cargas conyugales
check v. revisar, constatar, companies registry registro
verifique mercantil
chief jefe company empresa, compañía
children niños, niñas, niñez compare v. comparar
Christ Cristo compensation remuneración,
church iglesia compensación
cite v. citar competent competente
citizen ciudadano competition, contest competencia
city ciudad complaint reclamo, queja,
city attorney fiscal demanda
complementary complementario,
civil code código civil
suplementario
civil registry registro público,
registro civil complete v. completar
claim reclamación, reclamo, completely completamente
demanda compliance cumplimiento
class clase comply (with) v. cumplir
clause cláusula comprehension comprensión
clerk secretario, actuario concept concepto
client cliente concerning concerniente
code código conclude v. concluir, terminar
codification codificación condition condición
coin moneda conduct, behavior conducta
collateral garantía, fianza conduct v. realizar, llevar a cabo
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confidence confianza, confidencia derechos de autor
confidential confidencial cordoba moneda de curso legal en
confidentiality confidencialidad Nicaragua
confirm v. confirmar, constatar corporate shares acciones de
compañías
confirmation confirmación corporation sociedad anónima,
conflict conflicto corporación
conflict of laws antimonia legal correction corrección
conform to v. ajustarse, cumplir corresponding correspondiente
confusing confuso cost price precio de costo
confusion confusión could podría, pudiera
consecutive consecutivo council consejo, ayuntamiento
consent consentimiento country país
conservation preservación, county condado
conservación
consistent congruente, course curso
consecuente court tribunal, corte
consortia consorcios court costs costas judiciales
consortium consorcio court of first instance tribunal de
primera instancia
constantly constantemente
court of justice tribunal de justicia
constitution constitución, estatutos
court of record tribunal de registro
construe v. interpretar, entender
construed in accordance with cover v. cubrir, asumir
interpretado conforme a coverage cobertura
consultancy consultoría creator creador
consultant consultor credentials credenciales,
referencias
contained contenido
credit crédito
context contexto
credit card tarjeta de crédito
continue v. continuar, seguir
credit note nota de crédito
contract, agreement contrato criminal record antecedentes
contracted contratado penales
contracting parties partes cross-examine v. contra-interrogar
contratantes crown court tribunal superior de lo
contractor contratista penal
contravention contravención cumulative acumulativo
control control current actual, vigente, corriente
controversy controversia, pleito custody custodia, cuidado
convey v. transmitir customer, client cliente
coop(erative) cooperativa daily, day-to-day diario
cooperative league liga de dairy products productos lácteos
cooperativas
damage daño
copy copia
damages daños y perjuicios
copyrighted material obra con
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dangerous peligroso develop v. desarrollar
date fecha development desarrollo
dated con fecha difference diferencia
daughter hija different distinto, diferente
day día directly directamente
day-to-day operations director director, directivo
operaciones cotidianas disadvantage desventaja
deadline fecha límite o tope disagree v. disentir, no estar de
deal with v. tratar acuerdo
dealer distribuidor, traficante disbursement desembolso
dealing trato disclose v. divulgar, dar a conocer
dealings operaciones, relaciones disclosure divulgación
death muerte discontinue v. suspender,
debt deuda descontinuar
decide v. decidir, resolver discount v. descontar
decision resolución, decisión, discretion discreción
determinación dispose of v. disponer de, acabar
decree decreto con
deduction deducción disposition disposición
deed título, escritura dispute controversia, conflicto
deem v. considerar, estimar disseminate v. diseminar
deemed considerado, estimado dissemination difusión
deeper más profundo dissolved disuelto
defendant acusado, demandado distinctive distintivo
defense attorney abogado distinctiveness carácter distintivo
defensor distribution distribución
define v. definir distributor distribuidor
delete v. eliminar district distrito, comarca
deliver v. entregar division división, sector
demerit demérito, deficiencia do/does, did Auxiliary v. indica el
deny v. negar, desmentir tiempo presente y pasado de los
dependence dependencia verbos
deposit depósito do/does, did, done hacer, realizar
derive v. derivar docket lista de casos, orden del día
describe v. describir doctrine doctrina
design diseño document documento
designate v. designar, nombrar domain dominio, ámbito
detailed detallado domicile domicilio
details detalles domiciled con domicilio
deteriorate v. deteriorarse, double taxation doble tributación
empeorar draft giro, borrador
determine v. determinar draft document documento
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borrador engage v. comprometerse,
due debido, vencido contratar
duly, properly debidamente engineer ingeniero
duration duración, término England Inglaterra
duties deberes, funciones, English inglés
atribuciones enough, sufficient suficiente
duty deber, función, atribución enter into v. celebrar (un contrato)
eagle águila enterprise empresa
earlier anterior, previo entire agreement contrato
earn v. ganar completo
earned fees comisiones ganadas entitle v. dar derecho, titular
earnings ganancias, beneficios entitled con derecho
economic económico entity entidad, ente
economist economista equal igual, ser igual
effect efecto equipment equipo
effective efectivo, eficaz equivalent equivalente
eight ocho essence esencia
eighth octavo essential fundamental, esencial
eighty ochenta establish v. establecer
either party cualquiera de las establishment establecimiento
partes ethical ético
electricity electricidad events eventos, hechos
eligible elegible every cada
email correo electrónico everybody todos
embodied incorporado everything todo
embodiment incorporación, eviction desalojo
personificación eviction desalojo, lanzamiento
employ v. emplear, dar empleo evidence evidencia, pruebas
employee empleado, trabajador evidentiary facts hechos
employer empleador, patrón evidenciales
employment empleo, trabajo evince v. dar prueba de, poner de
employment contract contrato de manifiesto
trabajo exact exacto, preciso
enable v. habilitar examination examen,
enact v. promulgar, aprobar interrogatorio
enclose v. adjuntar, encerrar except excepto, salvo
encumbrance gravamen exclusive exclusivo
end fin, final exclusively, solely exclusivamente
end, finish, complete v. terminar exclusivity exclusividad
endorse v. refrendar, endosar execute v. ejecutar, realizar
enforce v. hacer obedecer o executor albacea, ejecutor
cumplir exercise ejercicio
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existing existente file archivo, expediente
expand, enlarge v. agrandar, file v. archivar, presentar,
ampliar interponer
expect v. esperar filing presentación
expeditious diligente fill in v. llenar
experience experiencia final report informe final
expiration vencimiento, caducidad financial financiero, económico
explicit explícito financial department
export exportación (producto) departamento de finanzas
express expreso financial statements estados
financieros
expressed expresado find, found, found v. encontrar,
expressly expresamente, hallar
explícitamente fire insurance seguro contra
expulsion expulsión, desalojo incendio
extend v. extender, prolongar first primero
extinction extinción first hand knowledge información
extrajudicially extrajudicialmente de primera mano
facilities instalaciones fiscal year, tax year año fiscal
fact hecho five-year period quinquenio
factoring factoraje, factoreo fixed fijado, fijo
factoring agreement contrato de focus enfoque
factoraje focus v. concentrarse, centrarse
fail v. fracasar, suspender, no follow v. seguir
realizar
failure to pay no pagar, following siguiente(s)
incumplimiento de pago follow-up seguimiento,
complemento
false equivocado, falso for the sake of por el bien de, en
family familia aras de
family dinner cena familiar force majeure fuerza mayor
father´s name nombre del padre force v. forzar
feasibility factibilidad, viabilidad foreign extranjero
feasible factible, viable form forma, formato
February febrero form v. formar
federal federal formal registry protocolo (de
fee tarifa, canon, cargo, comisión notarios)
feel, felt v. considerar, sentir formed formado, creado
fees honorarios forward v. enviar, mandar
felony delito grave found encontrado
fever fiebre foundation fundación
field campo four hundred cuatrocientos
fifteen quince fourth cuarto
fifth quinto free libre
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friendly amistoso handle asa, manija
from desde, de happen v. suceder, pasar, ocurrir
fuel combustible harm v. dañar
fulfill v. cumplir, realizar harmless inofensivo, inocente
full lleno, pleno, íntegro hazardous peligroso, arriesgado
full legal age mayoría de edad he él
full rights plenos derechos headquarters oficinas centrales
fully plenamente, íntegramente hearing audiencia
function función heir heredero
fund management manejo de help v. ayudar, asistir
fondos her su (de ella)
funds fondos hereby por este medio, por la
furnish v. brindar, proporcionar, presente
amueblar herein adjunto, en la presente, en
further además este documento
future futuro hereinafter en lo sucesivo, en
gained obtenido, adquirido adelante referido
garbage basura hereof de eso mismo, pertinente al
general manager gerente general hereto en este, en esta, en el
presente acto
generate v. generar hereunder por el presente
get married, got married v. documento
casarse
get, got, gotten v. obtener, hereunto a esto
conseguir high alto, grande
give, gave, given v. dar, brindar high court tribunal superior
glossary glosario higher más alto
goods bienes hire v. contratar
goodwill renombre comercial, hiring contratación
crédito mercantil his su (de él)
govern v. regir, gobernar hold retener
governed regido hold, held v. sostener, mantener
government gobierno honest honesto
grant v. otorgar, conceder hour hora
grantor cesionista house casa
graph gráfico how cómo
Greek griego how long cuánto tiempo
gross income ingreso bruto however, nevertheless sin
grounds fundamentos, bases embargo, no obstante
guarantee garantía hundred cien, ciento
guardian tutor, defensor husband esposo, marido
guilty culpable hyphen guión
handbook manual ID documento de identidad
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ID No. cédula, número de comprender
identificación included but not limited inclusive
idea idea pero no se limita
identical idéntico including inclusive, incluso
identification identificación income ingresos, renta
identified identificado income tax impuesto sobre la renta
illegal ilegal incorporate v. constituir, incorporar
illegality ilegalidad incorporation constitución en
illegible ilegible sociedad anónima, incorporación
image imagen incorporation paper carta
constitutiva
immediately inmediatamente
increase v. aumentar
immovables inmuebles
incurred incurrido
impawn v. empeñar
indefinite indefinido
implement v. ejecutar, implementar
implication consecuencia, indemnity indemnización
implicancia independent independiente
Implicit, implied implícito indicate v. indicar
imply v. implicar, insinuar indirectly indirectamente, de forma
indirecta
import v. importar individually de forma individual,
impression impresión (en la individualmente
memoria)
individuals personas
Improve, enhance v. mejorar
improvement, betterment mejora, ineffectual poco efectivo
mejoría inevitable inevitable
in accordance with de acuerdo a, inferior court tribunal inferior
conforme a, según information información
in addition, furthermore además, infringe v. incumplir, no cumplir,
es más infringir
in advance con anticipación infringement infracción, violación
in custody detenido initial inicial
in fact de hecho, efectivamente injunction mandato judicial,
in record en expediente, en autos requerimiento judicial
in regard to, with regard to con injury lesión
respecto a, en relación con injustice injusticia
in the course of the business en installment abono, instalación
el giro del negocio institution institución
in the event en el caso instruct v. instruir
in this respect en este sentido instructed instruido
in witness whereof en fe de lo cual instructions instrucciones
in writing por escrito instrument, document
inability incapacidad instrumento, documento
incarceration encarcelación insurance seguro
include incorporar, incluir, insurance premium prima de
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seguro justification justificación
intangible intangible keep, kept v. llevar, mantener
intellectual property propiedad kind, type tipo, clase
intelectual know, knew, known v. saber,
intended pretende, pretendido conocer
interest interés know-how, knowhow experticia,
interested party parte interesada conocimientos prácticos
international internacional knowledge conocimientos
interpret v. interpretar known conocido
interpretation interpretación labor mano de obra
interruption interrupción labor code código laboral
inure v. habituarse labor controversy disputa laboral
invalid nulo, sin validez land tierra, terrenos
invalidate v. invalidar landlord arrendador
invalidity invalidez, falta de validez last último
inventory inventario last name apellido
investor inversionista late tarde, atrasado
irrelevant carente de pertinencia latter último, segundo
issuance, issue emisión law ley, derecho
issued emitido lawful, legal legal
it esto lead v. conducir, llevar
item acápite, ítem, artículo, lease, lease agreement contrato
concepto de arrendamiento
its su leased premises local arrendado
January enero leave permiso, licencia
job puesto de trabajo, posición leave, left v. dejar, abandonar
job activity actividad laboral, tarea legal action acciones judiciales
job description descripción del legal capacity personalidad
puesto jurídica
job-related relacionado al trabajo legality legalidad
jointly conjuntamente, legible legible
solidariamente legislature, legislative assembly
joint-stock company sociedad en asamblea legislativa
comandita lend v. dar prestado
judge juez lengthy prolongado, largo
judicial lawmaking, case law lessee, leaseholder arrendatario,
jurisprudencia inquilino
judicially judicialmente lesser menor, en menor grado
July julio lessor arrendador
June junio liability responsabilidad, obligación
jurisprudence jurisprudencia liability insurance seguro de
justice justicia, juez responsabilidad

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liable responsable management gerencia, gestión,
libelous difamatorio, calumnioso administración
lible difamación, libelo manager gerente
license licencia mandate mandato
licensed autorizado mandator mandante
licensee franquiciado, cesionario manner, way manera, forma
licensor franquiciador, cedente manufacture fabricación,
manufactura
life vida
March marzo
like como
margin margen
like v. gustar
marketing mercadeo
likely probable marriage certificate acta de
likewise de igual forma, asimismo matrimonio
limitation limitación marriage, wedding matrimonio
limited limitado match, compare v. cotejar
limited liability company, LLC material sustancial, material
sociedad de responsabilidad
limitada matter asunto, tema
limited liability partner socio maximum máximo
comanditario May mayo
limited partnership sociedad may podrá
limitada o en comandita mayor´s office alcaldía
link enlace, conexión mean, meant v. significar
list lista meaning significado
live v. vivir, residir mediate v. mediar, actuar de
LLC compañía de responsabilidad mediador
limitada medium-sized mediano
loan préstamo meet v. reunir, satisfacer, conocer
loan interest interés por préstamos member integrante, miembro
local tax arbitrios mention v. mencionar
located localizado, ubicado mercantile registry registro
location ubicación, localización mercantil
logo logotipo merger fusión
lose, lost v. perder message mensaje
loss pérdida method método, forma
magistrate juez, jurista, magistrado middle centro, medio
main principal migratory migratorio
maintain v. mantener milk leche
major mayor, principal minister ministro
make, made v. hacer, realizar ministry, secretary, department
male spouse esposo ministerio, secretaría
manage v. manejar, dirigir, minutes acta (de reunión), minutos
gerenciar miscellaneous puntos varios
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misdeemeanor delitos menores nolo contendere No me opongo
mis-deliver v. entregar non-dealing sin transacciones
equivocadamente none, no one nadie, ninguno
mixed combinado, mezclado nonemployee no empleado
modern moderno non-exclusive, nonexclusive no
modification modificación exclusivo
money, cash dinero, efectivo non-fulfillment incumplimiento
month mes non-government no
monthly mensualmente gubernamental
more than más de nonpayment no pago
morning mañana non-profit no lucrativo
mortgage hipoteca notarize v. cartular, notarizar
most la mayor parte, mayoría notary public notario público
mostly en la mayoría, notice notificación, aviso
principalmente notwithstanding no obstante, sin
mother madre perjuicio de
mother company sociedad o notwithstanding anything herein
compañía matriz sin prejuicio de lo establecido en
motion petición, moción esto
multinational multinacional November noviembre
municipality municipalidad, nuisance daño, perjuicio, molestia
municipio number, No. número
must v. deber O.R. (own recognizance) bajo
mutual mutuo, reciproco propia palabra
mutual agreement mutuo acuerdo obey v. obedecer
name nombre, denominación objective objetivo
name v. nombrar, denominar obligate, bind v. obligar
nation nación, país obligation obligación
national, domestic nacional observe v. observar
nature naturaleza, índole obstetrician obstetra
necessary necesario occupation ocupación
need v. necesitar occupy v. ocupar
needs necesidades October octubre
negotiate v. negociar of, from de
net sales ventas netas offer oferta
network red office, office room oficina
never nunca officer oficial, policía
New Zealand Nueva Zelandia official funcionario, oficial
Nicaraguan nicaragüense older más viejo
night noche omission omisión
ninth noveno on en, sobre, encima
no later a más tardar on a monthly basis mensualmente
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on a permanent basis ownership dominio, propiedad
permanentemente package paquete
on account of a cuenta de packaging empaquetado
on bail libertad bajo fianza page folio, página
on behalf of en nombre de, por paraphrase v. parafrasear
parte de
parents padres
on the basis en base
part parte (de algo)
one uno
one-owner enterprise empresa participation participación
con un solo dueño particularly especialmente,
particularmente
ongoing en curso, actual
partner socio, aliado
only sólo, solamente partnership pacto social,
open abierto asociación
open v. abrir party parte
opening apertura passport pasaporte
operating expenses gastos password contraseña
operativos
past, last pasado
operation transacción, operación
patent patente
opinion opinión, dictamen
pay v. pagar
opponent oponente
payable pagadero
opposing party parte contraria
payment method forma de pago
opposite opuesto
payment, pay pago
opposition oposición, competencia
penalties sanciones
optional opcional
people gente, personas
or otherwise o de lo contrario
People´s case caso de la Fiscalía
order orden, pedido
perceive v. percibir
order v. ordenar, mandar perform v. desempeñar, cumplir,
ordinance ordenanza ejecutar
original original performable realizable
other otro period período
other than aparte de permission, permit permiso
otherwise de lo contrario perpetual perpetuo
out-of-court extrajudicial person persona
outside externo, de afuera person in charge encargado,
over durante, encima responsable
overall general personal particulars generales
overdue balance saldo pendiente personally en persona,
oversee v. supervisar personalmente
overtake, overtook, overtaken v. pet mascota
rebasar, adelantar pharmaceutical farmacéutico
owe v. deber (dinero) philosophy filosofía
owner dueño phrase locución, frase
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picture foto, panorama previous, prior previo, anterior
place, location lugar previously antes, anteriormente
plea bargaining arreglo, trato price precio
plead guilty v. declararse culpable principal, mandator mandante
pleas declaraciones principle principio
pledge prenda, garantía prendaria printing impresión (de materiales)
pledge v. prometer, entregar en prior to previo a
prenda prior written consent previo
plus más, además consentimiento escrito
point punto private privado
point of departure punto de privilege privilegio
partida pro rata basis basado en un
police chief jefe de policía reparto proporcional
police record certificado de probation report informe del
conducta, record de policía departamento de probación
portion parte, porción problema, issue problema
pose v. plantear, suponer proceed v. proceder, avanzar
posed planteado proceeding procedimiento
position, post posición, puesto process proceso
possession posesión produce v. producir
posting lo que se coloca en un sitio product producto
web professional profesional,
power poder, facultad profesionista
power of attorney poder (notarial) profit ganancia, lucro
preacher predicador, pastor program programa
preceding precedido prohibit, forbid v. prohibir
preclude v. impedir, precluir, promise promesa
prevenir promise v. prometer
prejudice prejuicio, parcialidad promotion promoción
preliminary preliminar promptly de inmediato,
preliminary hearing audiencia rápidamente
preliminar prone propenso
premises local, establecimiento pronounce v. pronunciar, dictar,
preparation preparado, emitir
preparación proof prueba
present presente, actual properly adecuadamente
president, chairperson presidente property propiedad
prestige prestigio proprietary patentado, de marca
presumably se supone, se registrada
presume prospect posibilidad, prospecto
pre-trial antes del juicio prospective futuro, potencial,
prevail v. prevalecer posible
prevent v. impeder protect v. proteger
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protection protección, amparo reference referencia
provide v. proveer, proporcionar, referral party parte que refiere
brindar referred prospect prospecto
provided that en el entendido que referido
provider proveedor, suplidor reflect v. reflejar
provider service servicio(s) de refusal rechazo, denegación
proveedor(es) refuse v. rechazar, negar
province departamento, provincia regarding, in regard to con
provisional provisional, provisorio respecto a, en relación con
provisions disposiciones register book of marriages libro
public registry registro público de matrimonios
publicly públicamente registered registrado, inscrito
publish v. publicar registrar, recorder registrador
purchase compra registration date fecha de
inscripción
purchaser, acquirer comprador
registry registro
purposes propósitos, efectos registry of companies registro
pursuant to de conformidad con mercantil
put v. poner regular meeting reunión ordinaria
quality calidad relate v. relacionar, relatar
quality standard norma o estándar relating que se relacionan
de calidad
quarter trimestre, cuarta parte, relationship relación
cuarto relevant pertinente, importante,
atingente
quarterly trimestralmente
relevant part parte conducente
question pregunta, cuestión
relief alivio, reparación,
quote cotización compensación
quote, cite v. citar relieve v. liberar, aliviar, mitigar
rates tarifas remain v. permanecer
rather than en lugar de, en vez de remedy recurso, remedio
reach v. lograr, alcanzar rendering prestación, rendición,
reading lectura interpretación
real estate bienes inmuebles renew v. renovar
reason motivo, razón renewal renovación
reasonable razonable renewal period período de
receipt recibo renovación
recitals vistos, resulta renowned de renombre,
renombrado
reclaim reivindicar, reclamar
rent renta, alquiler
recognize v. reconocer
reorganization reorganización
record registro, historial, acta
repairs reparaciones
recorder, registrar registrador
repay v. pagar, saldar, devolver
re-entry reingreso dinero
refer v. hacer referencia a, remitir
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report informe, memoria salary salario
represent v. representar sale venta
representation representación same mismo
representative representante satisfactorily satisfactoriamente
reputation reputación satisfactory satisfactorio
request petición, solicitud savings ahorro
request solicitar say, said decir, expresar,
require v. exigir, requerir manifestar
requirement requerimiento, scale up v. ampliar, aumentar
exigencia schedule anexo, horario, plan
rescission rescisión schedule A adendum o anexo A
reside v. residir science ciencia
residence residencia scope alcance
resident residente seal sello
resolution, decision resolución secret secreto
respect v. respetar secretary secretario, ministro
respecting the subject matter section sección, parte
relativo al objeto de la presente secure v. garantizar, asegurar
responsibility responsabilidad securities títulos valores
responsible responsable security seguridad
restricted restringido, limitado security deposit depósito de
restriction restricción garantía
result resultado seek, sought v. buscar
result v. resultar seen visto
resulting resultante self-incrimination auto-
retain v. retener incriminación
return v. devolver, regresar sell, sold v. vender
reveal v. revelar seller, provider vendedor
revolving fund fondo revolvente, send v. enviar
fondo rotatorio senior superior, de mayor rango
right derecho sentence sentencia, oración
role papel, rol gramatical
room salón, sala sentence v. dictar sentencia
room and board alojamiento y separate aparte, separado
comida September septiembre
royalties regalías, derechos de series serie
autor serve v. servir, fungir, atender
rule regla, norma served atendido
ruling resolución, fallo, dictamen server servidor
run v. administrar, correr service servicio(s)
safe seguro set conjunto, juego
said dicho set forth establecido, consignado
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set forth v. establecer, exponer solemnize v. solemnizar, formalizar
set out v. exponer, disponer solicit v. abordar, pedir, mendigar
set up v. establecer solicitation búsqueda de clientes
set v. establecer, fijar solve v. resolver
set-up instalación, establecimiento somehow de alguna manera
seven siete someone alguien
seventh séptimo something algo
severability divisibilidad somewhere else en otra parte
severability clause cláusula de son hijo
salvaguardia Spanish español
shall indica el tiempo futuro del special meeting reunión
verbo a continuación extraordinaria
share, stock (acción poseída en specific específico
una empresa o negocio)
specify v. especificar
shared compartido speedy trial juicio conducido con
shareholder accionista rapidez y diligencia
sheet hoja de papel spirit espíritu
shift turno split v. dividir, separar
shortfall déficit spouse esposo o esposa, cónyuge
should debería, debiera, si staff members, personnel
condicional (en preguntas) personal
show up v. presentarse stamp timbre, estampilla
sign signo, firma stamped paper papel sellado
sign v. firmar standard norma, estándar
signatory signatario, firmante start, begin, commence v.
signature, (s) firma comenzar, principiar
signing, signature firma (de un start, beginning comienzo, inicio
contrato o de una persona) starting as of a partir de
silhouette silueta state estado
similar semejante, similar state v. declarar, expresar, afirmar
similarity semejanza, similitud State-owned estatal
simultaneously simultáneamente State-owned banks banca estatal
sincere sincero statute ley, norma
single soltero stipulation estipulación
site sitio stop v. detener, parar
sixth sexto stoppage interrupción, suspensión
sixty sesenta stream flujo
social security fees cuotas del structure estructura
seguro social
study v. estudiar
society sociedad
sub-contractor subcontratista
sociologist sociólogo subject matter objeto, tema,
solely únicamente, solamente contenido
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subject to sujeto a tax impuesto, tributo
sublet v. subarrendar tax advantage ventaja tributaria
subletting subarrendamiento technical técnico
sublicense v. conceder licencia a technical assistance asistencia
terceros técnica
submit v. presentar, someter temperature temperatura
subordinate subordinado tenant arrendatario, inquilino
subordination subordinación tenant company empresa usuaria
subpoena citación tenth décimo
subpoena v. citar term término, plazo, condición
subsequent subsiguiente, posterior terminate v. dar por terminado
subsequently posteriormente, termination terminación,
ulteriormente cancelación
substance sustancia termination date fecha de
substantially significativamente, terminación o conclusión
esencialmente terminology terminología
substitute v. substituir territory territorio
successful exitoso test examen
successfully con éxito testimony testimonio
successively de forma sucesiva that ese, aquel, que
successor sucesor the former el primero, el primer, el
such dicho, tal, tan anterior
suit pleito, juicio the latter éste, ésta, éstos, éstas,
el último, el segundo
suitcase valija, maleta the parties hereto las partes
superior superior firmantes
supersede v. reemplazar, sustituir the undersigned el suscrito o
supplementary complementario, infrascrito
suplementario their su (de ellos o ellas)
support apoyo, acompañamiento themselves ellos mismos
support staff personal de apoyo there has been ha habido
support v. apoyar, mantener there is/ there are hay
surviving sobreviviente there was/there were hubo, había,
suspend v. suspender hubieron
sworn statement declaración thereby con lo cual, en razón
jurada therein en eso
symbolized simbolizado they would own poseerían
synonym sinónimo thing cosa
table of contents, contents índice, think, thought v. pensar
contenido
take into account v. tomar en third tercero
cuenta third parties terceros
take into consideration v. tomar thirty treinta
en consideración thirty-day period período de treinta
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días try v. probar, tratar
this este, el presente turn over v. entregar
thought pensamiento twenty veinte
thousand mil two dos
threat amenaza type, kind, class tipo, clase
threaten v. amenazar ultimately en última instancia
three tres unaccountable no responsable, no
through a través, mediante explicable
throughout totalmente, desde el unanimously de forma unánime
principio hasta el fin unappealable no apelable
thus passed and done before me under conforme, según, en
ante mí conformidad, bajo
time tiempo, hora, momento under my hand and seal firmado y
time period período de tiempo sellado
title título undersigned infrascrito
to hacia, a understanding entendimiento
to be able to see poder ver unemployment desempleo
to the contrary contrario a, al unenforceability la no ejecución, la
contrario de falta de ejecución
today hoy, en la actualidad, hoy en unenforceable no ejecutable
día unexpected inesperado
together junto unfair injusto
total total unfairly injustamente
trade comercio unfounded infundado, sin
trade secret secreto comercial fundamentos
trademark, trade mark marca, uniform uniforme
marca comercial unilaterally de forma unilateral
trained capacitado, entrenado unit unidad
training capacitación, unite v. unir, juntar
entrenamiento United States Estados Unidos
transaction operación, transacción unlawful ilegal
transfer transferencia unless a menos
transit tránsito unless so modified a menos que
translate v. traducir se haya modificado
translation traducción unless you waive time renuncie a
transportation, transport un juicio rápido
transporte unlimited ilimitado, no limitado
trial juicio, pleito, comprobación unoriginal poco original, no original
trial by jury juicio ante jurado, unsatisfactory no satisfactorio
juicio por jurado unsecured no garantizado, sin
trial period período de prueba garantía
true auténtico, fiel, verdadero unused no utilizado
trust confianza, fideicomiso upon approval con la aprobación
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upon delivery con la entrega which lo cual, cuál
US, U.S.A. EE.UU. while, whereas mientras
usage policy políticas de uso who quien, quién
use, used v. usar, utilizar whom a quien, a quién
user usuario, cliente why por qué
username nombre de usuario with con
utilities servicios públicos withhold v. retener, negar
utilize v. utilizar, hacer uso de Withholding, retention retención
vague impreciso, vago within dentro
valid válido without sin
validity validez witness testigo
value valor witness my hand with the seal
venue lugar, local doy fe con mi firma y sello
verdict veredicto, fallo witness, witnessed v. dar fe,
presenciar
version versión
word palabra
vice president vicepresidente
wording redacción
violation violación
work timetable horario de trabajo
void inválido, nulo
work v. trabajar, laborar
wait v. esperar
worker trabajador, obrero
waive v. renunciar a, pasar por alto
world mundo
waiver abandono de derechos
writ mandato judicial, orden judicial
Wales Gales
writ of subpoena citación
warrant, ensure v. garantizar
write, wrote, written v. escribir,
warranty garantía redactar
water agua writing, wording redacción
way manera, modo, forma written consent consentimiento
wear and tear uso y desgaste escrito
Wednesday miércoles written notice notificación escrita
weigh v. sopesar, ponderar written proof constancia
well-known bien conocido wrong ilícito, erróneo, malo
what que, cual, qué, cuál year año
whatever lo que, cualquier yearly, annual anual
whatsoever fuere lo que fuere your su(s)
when cuando, cuándo zoning división de zonas,
where donde, dónde zonificación
whereas considerando que,
mientras que

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