Master Services, Supply, Transport and Confidentiality Agreement
(International IVF Logistics, Medical Services and Biological Material Transport)
This Master Services Agreement (the “Agreement”) is entered into by and between:
THE COMPANY: MONDOIVF, LLC, a Florida limited liability company, registered with the Florida Division of Corporations under No. L24000220584 (EIN 99-4129072), with its principal place of business located at 6984 SW 39th Street, Suite H106, Davie, Florida 33314, USA.
THE CONTRACTOR: The individual or legal entity identified and registered through the Company’s Online Onboarding Form, whose data is incorporated herein by reference upon electronic execution of this Agreement.
The Company and the Contractor may collectively be referred to as the “Parties.”
1. INDEPENDENT CONTRACTOR RELATIONSHIP
The Contractor performs services as an independent contractor. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency. The Contractor is solely responsible for all taxes, insurance, and professional licenses required in their jurisdiction.
2. SCOPE OF SERVICES
To clarify the nature of the engagement, services performed under this Agreement include, but are not limited to:
- Administrative Services: Back-office support, documentation management, and general office assistance.
- Marketing: Brand development, digital marketing, social media management, and advertising.
- Commercial & Sales: Business development, client acquisition, and partnership management.
- Logistics & Management: Coordination of supply chains, operational management, and project oversight.
- Courier Services: Specialized transport and hand-carrier delivery of materials.
- Medical Logistics: International cryogenic transport of human reproductive biological material (embryos, oocytes, sperm, and tissue).
- Reproductive Medicine Consulting: IVF coordination and clinical/laboratory support.
3. SPECIALIZED BIOLOGICAL TRANSPORT (CRYOGENIC)
3.1 Hand-Carrier Protocol: All biological materials must remain under continuous physical supervision by a specialized courier.
3.2 BBA Checklist Agreement: As a Courier Contractor, the Service Provider shall accept and strictly adhere to the BBA Checklist Agreement for each and every operation/mission assigned.
3.3 Equipment: Materials must be transported in certified "dry shippers" compliant with IATA and international aviation regulations.
3.4 Chain of Custody: Contractor must document every transfer point, including timestamps and personnel identification.
4. REGULATORY COMPLIANCE
The Contractor warrants compliance with all applicable laws, including FDA (USA), EU Tissue and Cells Directives, IATA, and WHO transport guidelines.
5. DATA PROTECTION AND CONFIDENTIALITY
Compliance with HIPAA (USA), GDPR (EU), and LGPD (Brazil) is mandatory. Any data breach must be reported to the Company within 48 hours.
6. INTELLECTUAL PROPERTY
All work products are considered "work made for hire" for the Company. Contractor assigns all intellectual property rights to the Company.
7. BIOLOGICAL RISK AND LIMITATION OF LIABILITY
Company is not liable for viability loss due to delays beyond its control. Liability is limited to the maximum extent permitted by Florida law.
8. CLINIC RESPONSIBILITIES
Clinics must provide proper labeling, informed consent, and comply with international laboratory standards.
9. INSURANCE
Contractor must maintain Professional and Cargo Liability insurance. Proof may be requested at any time.
10. INDEMNIFICATION
Contractor shall indemnify Company against claims arising from negligence, regulatory violations, or data breaches.
11. TERMINATION
Either Party may terminate with notice. Immediate termination applies for safety or confidentiality breaches.
12. FORCE MAJEURE
Neither Party is liable for delays caused by natural disasters, pandemics, or government restrictions.
13. GOVERNING LAW AND DISPUTE RESOLUTION
Governed by Florida law. Disputes resolved via binding arbitration in Broward County, Florida.
14. MEDIA RELEASE
Contractor grants Company a royalty-free license to use their name, voice, and image for marketing and social media.
15. EXECUTION
Effective upon electronic execution through the Company’s onboarding system.
16. GLOBAL TAX COMPLIANCE AND REGIONAL DOCUMENTATION
Contractors must provide valid tax documentation prior to payment. Requirements for the Americas include:
| Region/Country | Required Documentation / Tax ID Type |
|---|---|
| United States | IRS Form W-9 (SSN or EIN). |
| Canada | Business Number (BN) or Social Insurance Number (SIN); IRS Form W-8BEN/E. |
| Mexico | Registro Federal de Contribuyentes (RFC) and Constancia de Situación Fiscal. |
| Brazil | CPF (Individuals) or CNPJ (Entities); IRS Form W-8BEN/E. |
| Argentina | CUIT (Clave Única de Identificación Tributaria). |
| Colombia | Registro Único Tributario (RUT). |
| Chile / Peru | RUT (Chile) / RUC (Peru). |
| Central America & Caribbean | Local Tax ID (e.g., RTN in Honduras, NIT in El Salvador, RNC in Dominican Republic). |
| Other Regions (EU, Asia, etc.) | VAT Number, TIN, or National Business Registration Certificate. |
*All Non-U.S. Residents must also submit the applicable IRS W-8 series form to prevent mandatory U.S. tax withholding.