Project Management Agreement

Professional Services Agreement for Investment Coordination in Puglia, Italy

✨ À La Carte Services - Use only what you need, when you need it

EFFECTIVE DATE: [TO BE INSERTED]

AGREEMENT NUMBER: [TO BE GENERATED]

Article 1: Parties to the Agreement

This Project Management Agreement ("Agreement") is entered into between:

Service Provider:

1402 CELSIUS LTD

20-22 Wenlock Road, N1 7GU

London, United Kingdom

Company Registration No: 12475013

VAT No: GB 343 1702 32

Operating through: InvestInPuglia.eu

(hereinafter referred to as the "Service Provider")

Client:

[Client Name]

[Client Address]

[Client City, Postal Code, Country]

(hereinafter referred to as the "Client")

Collectively referred to as the "Parties" and individually as a "Party"

🎯

FLEXIBLE À LA CARTE SERVICES - Use Only What You Need

You are FREE to choose how to use our services. This agreement provides maximum flexibility for your investment journey:

✅ You CAN:

  • • Start with Phase 1 only (€2,500)
  • • Stop after any phase with no penalties
  • • Skip phases (e.g., go directly to Phase 3)
  • • Take breaks between phases
  • • Use only specific services you need

🚫 NO Obligations to:

  • • Complete all phases
  • • Follow a strict timeline
  • • Pay for unused services
  • • Continue if not satisfied
  • • Use services sequentially

Example Scenarios:
• Just need property search? Use Phase 1 only
• Already found a property? Jump to Phase 3 for agreement support
• Want to negotiate yourself? Skip Phase 2
• Need time to decide? Take a break after any phase

Article 2: Recitals and Background

WHEREAS:

A. The Client wishes to explore and execute a real estate investment in Puglia, Italy, and requires professional project coordination and representation services to support this endeavour;

B. The Service Provider acts as a Project Coordinator and Client Representative, responsible for managing and coordinating all third-party professionals, ensuring their deliverables are completed on time and according to the project plan agreed with the Client (the "Project Owner");

C. The Service Provider, through its authorized representatives and associates including Giuseppe Funaro, possesses the necessary qualifications, experience, and local expertise to coordinate, manage, and oversee all professional services required for the project;

D. The Service Provider undertakes responsibility for the performance management of all engaged professionals, while the actual technical services are performed by qualified third-party specialists;

E. The Service Provider has access to grant programs totaling up to €2.25 million through the Regione Puglia PIA (Pacchetti Integrati di Agevolazioni) and is a member of CapitalImprese (capitalimprese.it) and the International Trade Council (ITC);

F. The parties wish to enter into this professional services agreement under the terms and conditions set forth below.

Article 3: Nature and Scope of Services

3.0 Nature of Services

The Service Provider acts exclusively as a Project Coordinator and Client Representative, responsible for:

  • Coordinating and managing all third-party professionals engaged in the project
  • Representing the Client's interests in all project-related matters
  • Ensuring timely delivery of all professional services according to the agreed project plan
  • Monitoring and reporting on the performance of all engaged professionals
  • Acting as the single point of contact between the Client and all project stakeholders

The Service Provider does not directly perform technical services (architectural, engineering, construction, legal, or financial advisory) but ensures these services are delivered by qualified professionals according to the Client's requirements and timeline.

3.1 Property Search and Strategic Planning – Representation Services

  • Representing the Client in property viewings and negotiations
  • Coordinating property surveyors and valuation experts
  • Managing market analysis through qualified research professionals
  • Overseeing development of business models through specialist consultants
  • Access to Apulink.com platform for property management
  • Ensuring all strategic planning deliverables meet agreed timelines

3.2 Grant and Financial Application Management – Coordination & Accountability

  • Managing accredited grant consultants for identifying funding opportunities (including Mini PIA Turismo)
  • Overseeing preparation and timely submission of all application documents
  • Coordinating business plan development through qualified financial advisors
  • Representing the Client in meetings with banks and financial institutions
  • Taking responsibility for ensuring all grant application deadlines are met
  • Monitoring and reporting on application progress and outcomes

3.3 Legal and Administrative Services – Management Responsibility

  • Coordination of legal professionals for entity setup and compliance
  • Management of notary appointments and deed preparations
  • Oversight of permit applications through qualified technicians
  • Virtual team coordination (architects, engineers, lawyers)
  • Accountability for project delivery according to agreed timelines
  • Regular progress reporting with clear accountability for delays

3.4 Confidentiality and Data Protection

The Service Provider agrees to:

  • Maintain strict confidentiality over all Client information
  • Comply with UK GDPR and data protection regulations
  • Not disclose confidential information for any unauthorized purpose
  • Return or destroy all confidential materials upon termination

Article 4: Project Phases and Deliverables

Stage 1: From Search to Preliminary Agreement

Phase 1.1: Property Search & Planning (€2,500)

Duration: 2-4 weeks from commencement

Deliverables:

  • Property evaluation based on client's specific criteria
  • Search properties by budget, location, and requirements
  • Market analysis and investment opportunity assessment
  • Basic business and project plan development
  • Timeline and milestone planning
  • Preparation for offer to seller
  • Full access to Apulink.com platform
  • Initial grant eligibility verification

Phase 1.2: Negotiation & Due Diligence (€2,500)

Duration: 4-6 weeks from commencement

Deliverables:

  • Property price negotiation with sellers
  • Legal assistance for property assessment
  • Administrative support for all requirements
  • Virtual team of technical professionals coordination
  • Architectural and structural evaluations
  • Due diligence coordination
  • Document preparation and review
  • Preliminary agreement preparation

Phase 1.3: Preliminary Agreement (€2,500)

Duration: 2-3 weeks from commencement

Deliverables:

  • Preliminary agreement finalization
  • Legal review and notary coordination
  • Milestone planning agreed with client
  • Deposit and payment structuring
  • Risk assessment and mitigation
  • Contract registration support
  • Next phase planning and preparation

Stage 2: From Grant Application to Property Acquisition

Phase 2.1: CUP Approval Milestone (€2,500)

Duration: Variable based on regional timelines

Payment due upon obtaining CUP (Codice Unico Progetto) from Regione Puglia

Services Included:

  • Complete grant application preparation and submission
  • Business plan finalization for grant approval
  • Technical documentation preparation
  • Direct liaison with Regione Puglia authorities
  • Response to authority queries and requests
  • Grant approval monitoring and follow-up
  • CUP code obtainment and registration

Phase 2.2: Final Deed & Negotiation Bonus (€2,500 + 5% of savings)

Duration: 2-4 weeks from CUP approval

€2,500 due upon final deed signature + 5% of any savings negotiated on asking price

Services Included:

  • Final deed preparation and review
  • Notary coordination and scheduling
  • Property registration assistance
  • Ownership transfer completion
  • Tax registration and compliance
  • Utility transfer coordination
  • Post-acquisition support

Negotiation Bonus Example: Property asking price €500,000, negotiated to €450,000 = €50,000 savings × 5% = €2,500 additional bonus payable at deed signature

Success Fee: Grant Funding (2.5%)

Payable upon receipt of grant funds

Terms:

  • 2.5% of the total grant amount secured (up to €2.25M available)
  • Payable only after grant funds are received from Regione Puglia
  • Performance-based alignment with client success
  • Example: €500,000 grant = €12,500 success fee
  • Includes ongoing support for grant compliance and reporting

Article 5: Fees and Payment Terms

5.1 Fee Structure

PhaseFeePayment Terms
Stage 1: Search to Preliminary Agreement
Engagement Fee: Property Search & Initial Advisory€5,000Due upon agreement execution
Milestone 1: Preliminary Agreement SigningTBD*Based on project complexity
Milestone 2: CUP Preparation & Technical PlanningTBD*Based on project complexity
Milestone 3: Bank Financing PackageTBD*Based on project complexity
Additional Services (Project-Based)
Performance FeesVariableDue upon CUP obtainment
Phase 2.2: Final Deed€2,500Due upon deed signature
Negotiation Bonus5% of savingsDue upon deed signature
Success Fee2.5% of grant amountDue upon grant fund receipt

Total Investment Summary:

  • • Fixed Engagement Fee: €5,000 (property identification to offer acceptance)
  • • Milestone payments: Tailored to project complexity and size
  • • Additional services: Quoted separately based on requirements
  • • Performance fees: 5% negotiation bonus + 2.5% grant success fee

*TBD = To Be Determined based on individual project assessment

Example: €50,000 saved on purchase = €2,500 bonus | €500,000 grant = €12,500 fee

5.2 Payment Methods

Payments shall be made via:

  • Stripe secure payment platform (Phases 1 & 2)
  • Wire transfer for amounts exceeding €5,000
  • Other methods as mutually agreed in writing

5.3 Late Payment

Late payments shall incur interest at 8% above the Bank of England base rate, in accordance with English law.

Article 6: Client Obligations

The Client agrees to:

  • Provide accurate and complete information necessary for service delivery
  • Respond to information requests within 48 business hours
  • Designate an authorized representative for decision-making
  • Make timely payments according to the fee schedule
  • Comply with Italian law and regulations
  • Maintain confidentiality of proprietary information
  • Provide necessary powers of attorney when required
  • Cover all government fees, taxes, and official charges

Article 7: Consultant Obligations

The Consultant agrees to:

  • Perform services with professional competence and diligence
  • Maintain appropriate licenses and authorizations
  • Provide regular updates and progress reports
  • Maintain confidentiality of Client information
  • Disclose any conflicts of interest
  • Comply with applicable laws and regulations
  • Maintain professional liability insurance
  • Provide access to the InvestInPuglia.eu platform

Article 8: Confidentiality, Non-Disclosure & Non-Circumvention

8.1 Non-Disclosure Agreement (NDA)

Both Parties agree to maintain strict confidentiality regarding all non-public information exchanged during the engagement, including but not limited to:

  • Business strategies, plans, and financial information
  • Property details, pricing, and negotiation strategies
  • Contact information of sellers, agents, and professionals
  • Grant application strategies and documentation
  • Proprietary methodologies and business processes
  • Any information marked or identified as confidential

Neither party shall disclose, publish, or disseminate confidential information to any third party without prior written consent, except as required by law or court order.

8.2 Non-Circumvention Agreement (NCA)

The Client agrees not to circumvent, avoid, bypass, or obviate the Service Provider, directly or indirectly, to:

  • Contact, deal with, or engage any contacts, professionals, or service providers introduced by the Service Provider
  • Enter into any business transactions with parties introduced through this engagement without the Service Provider's involvement
  • Share contact information of introduced parties with third parties for the purpose of circumvention
  • Attempt to negotiate directly with properties or sellers identified by the Service Provider

This non-circumvention clause applies to all introductions made during the term of this Agreement and for a period of three (3) years thereafter.

8.3 Breach and Remedies

In the event of breach of confidentiality or circumvention:

  • The breaching party shall be liable for all damages, losses, and costs incurred
  • The non-breaching party may seek immediate injunctive relief
  • For circumvention breaches, the Client shall pay the Service Provider the full commission or fees that would have been earned
  • Legal costs and attorney fees shall be borne by the breaching party

8.4 GDPR Compliance

The Service Provider shall process personal data in accordance with the General Data Protection Regulation (GDPR) and Italian privacy laws. All data processing shall be limited to the purposes of this Agreement.

8.5 Duration

Confidentiality and non-disclosure obligations shall survive termination of this Agreement for a period of five (5) years. Non-circumvention obligations shall survive for three (3) years after termination.

Article 9: Intellectual Property

9.1 Work Product

All deliverables created specifically for the Client shall become the Client's property upon full payment of applicable fees.

9.2 Pre-existing IP

Each Party retains ownership of their pre-existing intellectual property. The Consultant grants the Client a license to use Consultant's pre-existing IP solely for the purposes contemplated by this Agreement.

9.3 Platform Access

Access to the InvestInPuglia.eu platform is provided under a limited, non-exclusive, non-transferable license during the term of engagement.

Article 10: Liability and Indemnification

10.1 Limitation of Liability

Except for cases of gross negligence or willful misconduct, the Consultant's total liability shall not exceed the fees paid under this Agreement.

10.2 No Guarantee of Results

The Consultant does not guarantee grant approval, specific investment returns, or business outcomes. All investments carry inherent risks.

10.3 Indemnification

Each Party shall indemnify the other against claims arising from their own negligence, breach of this Agreement, or violation of applicable laws.

Article 11: Term and Termination

11.1 Term

This Agreement commences upon execution and continues until completion of the selected phases or termination.

11.2 Termination for Convenience

Either Party may terminate with 30 days written notice. The Client remains liable for fees for work completed and expenses incurred.

11.3 Termination for Cause

Either Party may terminate immediately upon material breach if not cured within 15 days of written notice.

11.4 Effect of Termination

Upon termination, the Consultant shall deliver all completed work product, and the Client shall pay all outstanding fees.

Article 12: Dispute Resolution

12.1 Dispute Resolution Process

  1. Negotiation: The parties shall first attempt to resolve disputes through good faith negotiation
  2. Mediation: If negotiation fails, disputes shall be submitted to mediation under CEDR rules
  3. Arbitration: Unresolved disputes shall be finally settled by arbitration under LCIA rules
  4. Jurisdiction: The courts of England and Wales shall have exclusive jurisdiction for any court proceedings

Article 13: Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

The parties agree that:

  • English law applies to all aspects of this Agreement
  • The courts of England and Wales have exclusive jurisdiction
  • UK GDPR and data protection regulations apply
  • The Contracts (Rights of Third Parties) Act 1999 is excluded

Article 14: General Provisions

14.1 Entire Agreement

This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements.

14.2 Amendments

Modifications must be in writing and signed by both Parties.

14.3 Severability

If any provision is deemed invalid, the remaining provisions shall continue in full force.

14.4 Force Majeure

Neither Party shall be liable for delays due to circumstances beyond their reasonable control.

14.5 Assignment

This Agreement may not be assigned without the other Party's written consent.

14.6 Notices

All notices shall be in writing and delivered via email with confirmation or registered mail.

Execution

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

FOR THE SERVICE PROVIDER:

1402 CELSIUS LTD

By: _________________________

Name: Giuseppe Funaro

Title: Authorized Representative

Date: _________________

FOR THE CLIENT:

[Client Name]

By: _________________________

Name: _________________

Title: _________________

Date: _________________

Schedules

SCHEDULE A – Specific Project Details

Property Location/Region: ____________________________

Estimated Project Value: ____________________________

Target Completion Date: ____________________________

Specific Grant Programs: ____________________________

SCHEDULE B – Contact Information

Service Provider's Project Manager:

Name: Giuseppe Funaro

Email: info@investinpuglia.eu

Phone: +39 351 400 1402

Client's Primary Contact:

Name: ____________________________

Email: ____________________________

Phone: ____________________________

SCHEDULE C – Banking Details

For payments to the Service Provider:

Bank Name: ____________________________

Account Name: 1402 Celsius Ltd

IBAN: ____________________________

SWIFT/BIC: ____________________________

Note: Stripe payment links are provided for Phases 1.1-1.3. Bank details for milestone payments.

Appendices

Appendix A: Service Level Agreement

  • Response time: 24 hours for urgent matters, 48 hours for standard inquiries
  • Meeting availability: Minimum 2 hours per week during active phases
  • Report delivery: Weekly during Phase 2, bi-weekly during Phase 1
  • Platform uptime: 99.5% availability for InvestInPuglia.eu dashboard

Appendix B: Key Performance Indicators

  • Phase 1: Delivery of comprehensive analysis within 4 weeks
  • Phase 2: Grant application submission within 8 weeks
  • Phase 3: Monthly progress reports on grant status
  • Client satisfaction score target: >4.5/5.0

📝 How to Sign This Agreement

1️⃣

Initial Contact

Email us at info@investinpuglia.eu or WhatsApp +39 351 400 1402 to express interest

2️⃣

Receive Agreement

We'll send you a personalized agreement with your details filled in, ready for digital signature via DocuSign or similar platform

3️⃣

Sign & Pay

Sign electronically and make Phase 1.1 payment (€2,500) via Stripe secure link to activate services immediately

🌍 For International Clients

No Need to Travel to Italy

Everything can be signed digitally from your country

English Law Agreement

Governed by laws of England & Wales for your protection

Multiple Payment Options

Stripe (cards), bank transfers, or other agreed methods

Power of Attorney Available

We can arrange POA for Italian transactions when needed

📋 Documents You'll Need:

  • • Valid passport or ID
  • • Proof of address (utility bill, bank statement)
  • • Tax ID from your country
  • • Proof of funds (for property purchase - can be provided later)

Ready to Start?

Quick Start Process:

  1. 1.Download this agreement for review with your advisor
  2. 2.Contact us with your property requirements and budget
  3. 3.Receive personalized agreement within 24 hours
  4. 4.Sign digitally and pay Phase 1.1 (€2,500) to begin