Contract Review

ENGLISH VERSION

PROPERTY MANAGEMENT & ESTATE SERVICES AGREEMENT

THIS PROPERTY MANAGEMENT & ESTATE SERVICES AGREEMENT (the “Agreement”) is entered into as of the ____ day of _________________, 20 (the “Effective Date”), by and between ________________________________________________ (hereinafter referred to as the “Owner”), and CABO ESTATE MANAGEMENT (hereinafter referred to as “CEM”), legally and fiscally represented by Jesus Ivan Marquez Moyron, holder of Federal Taxpayer Registration Number (RFC) MAMJ010105911.

This Agreement pertains to the real property located at: ____________________________________________________________________________________________________________________________________________________________________________ (hereinafter referred to as the “Property”), the details of which may be more particularly described in Exhibit “A” attached hereto and incorporated herein by reference.

For purposes of this Agreement, Cabo Estate Management shall hereinafter be referred to as “CEM,” the property owner(s) shall hereinafter be referred to as the “Owner,” and the real property subject to this Agreement shall hereinafter be referred to as the “Property.” CEM and Owner may each be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Owner represents and warrants that Owner is the lawful owner of, or holds valid beneficial trust rights (fideicomiso rights) to, the Property and possesses full legal authority to enter into this Agreement, including the authority to manage, maintain, operate, and authorize services relating to the Property;

WHEREAS, Owner further represents that, in compliance with applicable Mexican laws, including without limitation the Ley Nacional de Extinción de Dominio and the Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita, the Property was acquired with lawful resources and Owner possesses all documentation necessary to evidence the lawful ownership and lawful origin of the Property and all funds associated therewith;

WHEREAS, Owner desires to engage CEM to provide estate management, operational oversight, vendor coordination, concierge coordination, and related property management services in accordance with the terms and conditions set forth herein;

WHEREAS, Owner acknowledges that CEM acts solely as an independent contractor and service provider and not as Owner’s legal representative, fiduciary, attorney, real estate broker, partner, or employee;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and obligations contained herein, the Parties hereby agree as follows:

1. APPOINTMENT OF CEM

Owner hereby appoints CEM as a non-exclusive property management and estate services provider for the Property, and CEM hereby accepts such appointment subject to the terms and conditions contained herein. CEM shall provide operational coordination, property oversight, vendor coordination, maintenance coordination, concierge coordination, inspections, administrative support, and related estate management services associated with the management and operation of the Property (collectively, the “Services”).

CEM shall act solely as an independent contractor and service provider and shall not be construed as Owner’s employee, fiduciary, legal representative, attorney, real estate broker, or partner.

2. SERVICE PACKAGE

Owner hereby selects the following management package:

☐ ESSENTIAL ESTATE — PART-TIME PROPERTY MANAGEMENT — $850 USD plus applicable IVA tax per month.

☐ SIGNATURE ESTATE — FULL-SERVICE ESTATE MANAGEMENT — $1,200 USD plus applicable IVA tax per month.

Owner acknowledges that the selected package includes the services generally described in the Cabo Estate Management package materials previously provided to Owner. CEM reserves the right to reasonably adjust operational procedures, staffing structures, workflows, scheduling, and vendor coordination practices as necessary for the proper management and protection of the Property.

3. ONBOARDING FEE

Owner agrees to pay a one-time onboarding and operational setup fee in the amount of $598 USD plus applicable IVA tax. Said onboarding fee shall include operational setup, property walkthroughs, initial inspections, vendor coordination setup, inventory coordination, documentation preparation, owner portal setup, emergency contact preparation, storm-readiness review, and related onboarding services.

Owner expressly acknowledges and agrees that the onboarding fee shall be non-refundable once onboarding services, operational preparation, scheduling, administrative setup, labor, coordination, or related work has commenced.

4. TERM

This Agreement shall commence as of the Effective Date and shall continue on a month-to-month basis unless terminated in accordance with the terms hereof. Either Party may terminate this Agreement upon thirty (30) days prior written notice to the other Party.

CEM may terminate this Agreement at any time upon written notice to Owner. CEM may also immediately suspend or terminate Services, without liability, if Owner fails to: (i) provide access to the Property; (ii) maintain sufficient operational funds; (iii) make timely payments; (iv) cooperate with CEM; or (v) comply with the terms of this Agreement. Non-payment shall result in automatic suspension of Services until resolved.

Owner shall remain responsible for all outstanding fees, reimbursements, obligations, operational costs, vendor invoices, and expenses accrued prior to termination. All provisions which by their nature should survive termination shall remain enforceable following termination of this Agreement.

5. PAYMENT TERMS

All monthly management fees shall be invoiced and paid in advance prior to the commencement of each monthly service period. Owner agrees to timely remit all management fees, applicable taxes, approved vendor invoices, reimbursements, emergency expenses, and authorized third-party charges associated with the Property.

Failure to remit payment when due shall constitute a material breach of this Agreement. In the event of non-payment, CEM reserves the right, without liability, to suspend, restrict, or discontinue services, including but not limited to vendor coordination, inspections, operational oversight, scheduling, concierge coordination, maintenance coordination, and emergency response coordination, until all outstanding balances are paid in full.

Owner acknowledges and agrees that CEM shall not be liable for damages, delays, losses, missed services, vendor interruptions, maintenance issues, operational interruptions, emergencies, or property-related damages arising directly or indirectly from suspended services due to Owner’s non-payment.

All amounts referenced herein are stated in United States Dollars (USD) unless otherwise agreed in writing by the Parties.

6. CONCIERGE SERVICES

CEM may provide concierge coordination services to Owner, Owner’s guests, contractors, representatives, family members, or authorized occupants of the Property, including but not limited to transportation coordination, chef services, yacht charters, restaurant reservations, activities, wellness services, grocery stocking, staffing coordination, and related hospitality services. Owner acknowledges and agrees that CEM shall retain any and all revenue, commissions, service fees, markups, referral fees, or compensation associated with concierge services coordinated by CEM.

7. PROPERTY MAINTENANCE, REPAIRS & REMODELING

Owner shall remain solely responsible for all costs associated with repairs, maintenance, improvements, remodeling, replacements, and upkeep relating to the Property.

CEM shall use commercially reasonable efforts to promptly notify Owner of material damage, maintenance issues, or repair needs identified at the Property.

For maintenance and repair work, CEM shall use commercially reasonable efforts to obtain estimates from reputable contractors which may include diagnosis of the issue, estimated costs, estimated completion timelines, proposed commencement dates, and warranty terms where applicable.

For remodeling or larger improvement projects, CEM may obtain multiple estimates from reputable contractors where commercially reasonable and operationally practical.

Final contractor agreements may include provisions relating to scope of work, payment schedules, estimated completion timelines, workmanship standards, warranties, repair obligations, and responsibility for contractor-caused damage where applicable.

CEM may coordinate contractor payment schedules in accordance with commercially reasonable local practices in Baja California Sur, Mexico. Owner acknowledges that payment structures may vary depending on vendor requirements, material procurement, project scope, labor availability, emergency conditions, or market practices.

CEM may maintain operational records relating to contractor coordination, including invoices, communications, photographs, videos, estimates, receipts, notes, warranties, and project documentation for operational and administrative purposes.

Notwithstanding the foregoing, Owner authorizes CEM to carry out maintenance or repairs costing less than $100.00 USD plus IVA without prior approval, provided sufficient Owner funds are available. For repairs exceeding $________________ USD plus IVA, CEM shall obtain prior authorization from Owner, which may be provided electronically, including by email, WhatsApp, or text message.

In the event of an emergency repair, including situations where delay may result in further property damage, safety risks, damage to neighboring properties, interruption of services, or operational disruption, CEM may immediately coordinate such repairs without prior Owner authorization, and Owner shall remain responsible for all associated costs.

CEM shall not be liable for failure or delay in carrying out repairs when Owner fails to respond to communications, fails to provide approvals, or fails to maintain sufficient funds necessary for the requested work.

CEM shall exercise reasonable care in the coordination and selection of vendors, employees, contractors, and service providers; however, CEM shall not be deemed the insurer or guarantor of their work, conduct, or performance. CEM shall not be liable for acts, omissions, negligence, delays, theft, misconduct, property damage, defective workmanship, or failures of independent contractors or third-party service providers.

In the event damage is directly caused by CEM employees while acting within the scope of their duties, CEM shall use commercially reasonable efforts to repair or coordinate repair of such damage, subject to the liability limitations contained herein. Under no circumstances shall CEM’s aggregate liability exceed the total Property Management Fees actually paid to CEM during the twelve (12) months immediately preceding the event giving rise to the claim.

Owner acknowledges and agrees that CEM shall not be responsible for ordinary wear and tear, natural deterioration, corrosion, fading, aging, humidity-related conditions, or normal operational use of the Property during the term of this Agreement.

8. TAXES

Owner shall remain solely responsible for all tax obligations associated with ownership, operation, use, or occupancy of the Property, including without limitation income tax (ISR), value-added tax (IVA), trust-related taxes, property taxes, and any other taxes or governmental obligations arising in Mexico or abroad.

CEM shall have no responsibility or liability for the calculation, collection, withholding, reporting, filing, or remittance of taxes applicable to Owner or the Property. Owner agrees to indemnify, defend, and hold harmless CEM from any claims, penalties, audits, liabilities, governmental actions, or tax-related disputes arising from such obligations.

Owner acknowledges and agrees that CEM is not acting as an accountant, tax advisor, attorney, financial advisor, or legal consultant and does not provide tax, legal, accounting, or financial advice. Owner agrees to consult independent professional advisors regarding all tax, accounting, legal, and regulatory matters.

9. LAUNDRY & DEEP CLEANING

Laundry services associated with the Property shall generally be performed onsite utilizing the existing washer and dryer located at the Property unless operational conditions, equipment failures, scheduling demands, sanitation standards, or service needs reasonably require offsite or commercial laundry services. Any associated costs shall be billed to Owner.

Deep cleaning services, specialty cleaning, post-construction cleaning, upholstery cleaning, linen replacement, stain treatment, or additional cleaning beyond standard operational cleanings may be coordinated by CEM as necessary for operational standards and property readiness, with all associated costs remaining the responsibility of Owner.

10. OWNER RESPONSIBILITIES

Owner shall remain solely responsible for all expenses, obligations, liabilities, taxes, governmental filings, and operational costs relating to the Property, including without limitation utilities, HOA fees, maintenance costs, staffing expenses, insurance premiums, SAT obligations, trust (fideicomiso) obligations, payroll obligations, repairs, emergency repairs, vendor invoices, and compliance with all applicable Mexican laws and regulations.

Owner further agrees to provide any documentation reasonably requested by CEM for compliance, operational, invoicing, SAT, banking, anti-money laundering, or legal verification purposes, including but not limited to passport identification, RFC documentation, SAT Constancia de Situación Fiscal, trust documentation, proof of ownership, proof of address, banking information, or immigration documentation where applicable.

Owner’s RFC Number: ___________________________________

Owner’s Passport Number: _______________________________

Owner’s Primary Address: __________________________________________________________________________________________________________________________________________________________

11. ACCESS TO PROPERTY

Owner hereby grants CEM, its employees, contractors, vendors, representatives, agents, and authorized personnel reasonable access to the Property as necessary for inspections, maintenance, cleanings, vendor coordination, operational services, emergency response, repairs, storm preparation, and fulfillment of obligations under this Agreement.

12. LABOR RESPONSIBILITY & INDEPENDENT CONTRACTOR STATUS

The Parties expressly acknowledge and agree that no employment relationship exists between them. Each Party shall remain solely responsible for all labor obligations, taxes, insurance obligations, employee claims, payroll obligations, and employment-related liabilities associated with their respective employees, contractors, or service providers.

Nothing contained herein shall be interpreted to create a partnership, joint venture, fiduciary relationship, agency relationship, or employer-employee relationship between the Parties. CEM is acting solely as an independent contractor.

Each Party agrees to indemnify and hold harmless the other Party from labor claims, employment disputes, lawsuits, penalties, or governmental actions brought by employees, contractors, or service providers connected to such Party.

13. ASSIGNMENT

Neither Party may assign, transfer, delegate, or otherwise convey their rights or obligations under this Agreement without the prior written consent of the other Party.

14. NOTIFICATIONS

All notices, approvals, authorizations, requests, communications, and notifications required under this Agreement may be delivered by email, courier, WhatsApp, text message, or other commercially reasonable electronic communication methods to the following addresses:

OWNER
Email: ________________________________________
Phone/WhatsApp: ______________________________

CEM
admin@CaboEstateMgmt.com
Phone/WhatsApp: +52 (624) 159-3843

15. AMENDMENTS & ENTIRE AGREEMENT

This Agreement constitutes the complete and entire agreement between the Parties and supersedes all prior verbal or written discussions, negotiations, understandings, communications, or representations. No amendment, modification, waiver, or alteration of this Agreement shall be valid unless made in writing and signed by both Parties.

16. APPLICABLE LAW & JURISDICTION

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Baja California Sur, Mexico. The Parties expressly submit to the jurisdiction of the competent Civil Courts and Judges located in Cabo San Lucas, Baja California Sur, Mexico, waiving any other jurisdiction which may otherwise correspond to them.

17. FORCE MAJEURE

Neither Party shall be liable for delays, interruptions, failures, or inability to perform obligations arising from causes beyond reasonable control, including but not limited to hurricanes, tropical storms, flooding, earthquakes, pandemics, utility failures, labor shortages, governmental actions, civil disturbances, transportation interruptions, acts of God, or other unforeseen events (“Force Majeure Event”).

During any Force Majeure Event, CEM shall be authorized to take commercially reasonable actions necessary to protect the Property, staff, vendors, and operational integrity of the Property without prior Owner approval where circumstances reasonably require immediate action.

18. INVENTORY OWNERSHIP

All furnishings, supplies, appliances, linens, equipment, inventory, décor, consumables, replacements, and items purchased for the Property shall remain the property of Owner unless otherwise agreed in writing.

19. APPLICABLE LANGUAGE

This Agreement may be prepared in both English and Spanish. In the event of any discrepancy, inconsistency, interpretation issue, or legal dispute between language versions, the Spanish-language version shall prevail and control for all legal purposes.

20. ELECTRONIC SIGNATURES

The Parties expressly acknowledge and agree that this Agreement may be executed electronically, digitally, or through electronic signature platforms, and such electronic signatures shall have the same legal force, validity, and enforceability as original handwritten signatures under applicable law.

21. LIMITATION OF LIABILITY

CEM shall not be liable for theft, water intrusion, mold, humidity, structural issues, utility interruptions, appliance failures, internet outages, weather-related damages, hurricanes, acts of God, HOA actions, governmental actions, vendor negligence, or circumstances beyond CEM’s reasonable control.

Under no circumstances shall CEM’s aggregate liability exceed the total management fees paid by Owner to CEM during the twelve (12) month period immediately preceding the event giving rise to the claim. Owner hereby expressly waives any claim for indirect, incidental, punitive, speculative, or consequential damages.

22. ACKNOWLEDGEMENT

By executing this Agreement, Owner acknowledges that Owner has carefully reviewed and fully understands the terms and conditions contained herein, voluntarily selected the management package indicated above, and authorizes CEM to perform the Services described herein.

IN WITNESS WHEREOF, the Parties, having read and understood this Agreement in its entirety, hereby execute this Agreement as of the Effective Date set forth herein.

OWNER

Name: ___________________________________________

Signature: ________________________________________

Date: ____________________________________________

CABO ESTATE MANAGEMENT

By: ______________________________________________
Jesus Ivan Marquez Moyron

Signature: ________________________________________

Date: ____________________________________________