(b) MercadoLibre shall reimburse to the Executive (in accordance with and subject tothe corporate policies of MercadoLibre in effect from time to time) for any adequate,reasonable and ordinary out-of-pocket expenses incurred by Executive in the performance ofhis duties as **Senior Vice President—Payments**under this agreement.4. Termination of Employment.(a) This agreement and obligations of Executive hereunder, may be terminated (i) byMercadoLibre when deems pertinent, in its sole discretion, in the event that (a) there is“Just Cause” as defined in Schedule I hereto; or (b) without Just Cause, or (ii) by theExecutive upon resignation.In the event of Termination of Employment for a “Just Cause” or resignation byExecutive, Executive shall not be entitled to receive any severance indemnification underthe Labor Contract Law No. 20,744 (“LCL”) and its modifications and the provisionsestablished in Section 7 below shall apply for two years following the date of Terminationof Employment to the fullest extent authorized under applicable law.(b) In the event of Termination of Employment without “Just Cause”, such Executiveshall be entitled to a severance payment in an amount equal to 12 (twelve) times last GrossMonthly Salary received, less applicable Taxes and withholding obligations, BonusCompensation is expressly excluded.5. Confidentiality Agreement(a) Executive recognizes that his position with MercadoLibre requires considerableresponsibility and trust, and, in reliance on his loyalty, MercadoLibre may entrust suchExecutive with highly sensitive confidential, restricted, and proprietary informationinvolving Confidential Information. For purposes of this Agreement, “ConfidentialInformation” means information that is not generally known to the public and that isused, developed or obtained by MercadoLibre, MercadoLibre, Inc., a Delaware corporation(“Mercadolibre, Inc.”) or any of its subsidiaries or affiliates in connection withMercadoLibre, Inc.’s or any of its subsidiaries’ actual or anticipated businesses,including, but not limited to, (i) information, observations, procedures and data obtainedby Executive while employed by MercadoLibre (including those obtained prior to the date ofthis Agreement) concerning the business or affairs of MercadoLibre, MercadoLibre Inc., orany of its subsidiaries and/or affiliates, (ii) products or services, (iii) costs andpricing structures, (iv) analyses, (v) drawings, photographs and reports, (vi) computersoftware, including operating systems, applications and program listings, (vii) flow charts,manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x)inventions, devices, new developments, methods and processes, whether patentable orunpatentable and whether or not reduced to practice, (xi) customers and customer lists,(xii) other copyrightable works, (xiii) all production methods, processes, technology andtrade secrets, and (xiv) all similar and related information in whatever form. ConfidentialInformation will not include any information that has been published in a form generallyavailable to the public prior to the date Executive proposes to discloseor use such information. Confidential Information will not be deemed to have been publishedmerely because individual portions of the information have been separately published, butonly if all material features comprising such information have been published incombination.
 
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(b) Executive agrees not to use or disclose any Confidential Information during hisemployment and for so long afterwards as the pertinent information or data remainConfidential Information, except during his employment for MercadoLibre as required toperform duties and as ordered by a court or administrative agency with appropriatejurisdiction over the subject matter of the case.(c) Upon the request of MercadoLibre and, in any event, upon Termination of employment,Executive shall return to MercadoLibre all computer programs, documentation, memoranda,notes, records, drawings, manuals, or other documents pertaining to MercadoLibre’s businessor Executive’s employment (including all copies thereof). Executive shall also return toMercadoLibre all materials relating to any Confidential Information.6. Intellectual Property.The Executive agrees that all Work Product belongs to MercadoLibre, Inc. or itssubsidiaries and/or affiliates. The Executive will promptly disclose such Work Product toMercadoLibre and perform all actions reasonably requested by MercadoLibre (whether during orafter its employment) to establish and confirm such ownership (including, withoutlimitation, the execution and delivery of assignments, consents, powers of attorney andother instruments) and to provide reasonable assistance to MercadoLibre, MercadoLibre Inc.and/or its subsidiaries or affiliates in connection with the prosecution of any applicationsfor patents, trademarks, tradenames, service marks or reissues thereof or in the prosecutionand defense of interferences relating to any Work Product.7. Non competition agreement.Considering Executive may become familiar with Confidential Information it is possible thatExecutive could cause a grave harm to MercadoLibre if Executive worked for a competitorof MercadoLibre, MercadoLibre, Inc. and/or any of its subsidiaries or affiliates.Accordingly, Executive agrees that, in consideration of the promises contained herein,Executive shall not, without the prior written permission of MercadoLibre, during theperiod of employment, and for a one-year period thereafter in the event of Terminationof the Contract by any reason by either Party: (i) directly or indirectly engage orbecome interested or involved in any Competitive Business (in the manner definedabove), whether such engagement, interest or involvement shall be as an employer,officer, director, owner, stockholder, employee, partner, joint venturer or consultant,lender, or assist others in engaging in any Competitive Business in the manneraforementioned descripted; (ii) induce employees of MercadoLibre, MercadoLibre, Inc. orany of its subsidiaries or affiliates to terminate their employment with MercadoLibre,MercadoLibre, Inc. or any of its subsidiaries or affiliates or to engage in anyCompetitive
 
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Business; and (iii) solicit or to do business with any present, past or prospective customerof MercadoLibre, MercadoLibre, Inc. or any of its subsidiaries or affiliates. For purposesof this Agreement, a “prospective customer” is an individual or business entity with whichany employee of MercadoLibre, MercadoLibre, Inc. or any of its subsidiaries or affiliateshas had any business contact. For purposes of this Agreement, a “Competitive Business” meansany business which competes with MercadoLibre, MercadoLibre, Inc. or any of its subsidiariesor affiliates’s businesses and operations during Executive’s employment and as of the dateof the termination of Executive’s employment with MercadoLibre. To the extent that thecovenant provided in this Section 7 may later be deemed by a court to be too broad to beenforced with respect to the duration or with respect to any particular activity orgeographic area, the court making such determination shall have the power to reduce theduration or scope of the provision, and to add or delete specific words or phrases to orfrom the provision. The provision as modified shall then be enforced. The Executiveunderstands that the foregoing restrictions may limit his ability to earn a livelihood in abusiness similar to the businesses of MercadoLibre, MercadoLibre, Inc. or any of itssubsidiaries or affiliates but nevertheless believes that he has received and will receivesufficient consideration and other benefits as an employee of MercadoLibre and as otherwiseprovided hereunder or as described in the recitals hereto to clearly justify suchrestrictions which, in any event (given his education, skills and ability), the Executivedoes not believe would prevent him from otherwise earning a living.8. Vacations.Executive shall be entitled to 21 working days of vacation per year.9. Representations.Each party hereby represents and warrants to the other party that (a) the execution,delivery and performance of this Agreement by such party does not and will not conflictwith, breach, violate, or cause a default under any agreement, contract or instrument towhich such party is a party or any judgment, order or decree to which such party is subject,and (b) upon the execution and delivery of this Agreement by such party, this Agreement willbe a valid and binding obligation of such party, enforceable in accordance with its terms,except as enforcement hereof may be limited by applicable bankruptcy, reorganization,insolvency or other laws affecting creditors rights generally, public policy principlesarising from labor and other laws, or by general principles of equity. In addition, theExecutive represents and warrants that the Executive is not a party to or bound by anyemployment agreement, consulting agreement, non-compete agreement, confidentiality agreementor similar agreement with any person.
 
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10. Miscellaneous.(a) This Agreement contains the entire agreement of the parties related to theemployment of Executive by MercadoLibre and other matters discussed herein and supersedesall prior promises, contracts, arrangements or understandings which are not set forth hereinor in other agreements mentioned herein.(b) All notices or other communications which are required or permitted hereunder shallbe in writing and sufficient if delivered personally or sent by facsimile transmission,nationally recognized over-night courier or registered or certified mail:If to MercadoLibre:Tronador 4890 – 8 floorBuenos Aires-ArgentinaIf to Executive:Osvaldo GimenezAny such notices or communications shall be deemed to have been received: (i) ifdelivered personally or sent by facsimile transmission (with transmission confirmed in awriting) or nationally recognized overnight courier, on the date of such delivery; or(ii) if sent by registered or certified mail, on the date on which such mailing was receivedby the party to whom it was addressed. Any party may by notice as aforesaid change theaddress to which notices or other communications to it are to be delivered or mailed.(c) This Agreement shall be governed by and construed in accordance with thesubstantive laws of the Republic of Argentina. However, the parties resolved that theirrights and obligations under this Agreement shall be enforced in accordance with the expressprovisions of this Agreement; and to that end, in the event that there shall be any conflictbetween the express provisions of this Agreement and the substantive laws of the Republic ofArgentina, then the express provisions of this Agreement shall be construed or enforced in amanner which shall provide to the parties substantially the benefits to which they would beentitled under the express terms of this Agreement, or construed or enforced in a mannerwhich shall impose upon the parties substantially the obligations (but not more) which wouldbe imposed upon them under the express terms of this Agreement.(d) This Agreement shall inure to the benefit of and be binding upon the parties heretoand any successor (whether by merger or otherwise) of MercadoLibre.
 
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(e) Any waiver of any term or condition of this Agreement, or any amendment orsupplementation of this Agreement, shall be effective only if in writing. A waiver of anybreach or failure to enforce any of the terms or conditions of this Agreement shall not inany way affect, limit or waive a party’s rights under this Agreement at any time to enforcestrict compliance thereafter with every term or condition of this Agreement.(f) In the event that any provision contained in this Agreement shall be determined tobe invalid, illegal or unenforceable in any respect for any reason, the validity, legalityand enforceability of any such provision in every other respect and the remaining provisionsof this Agreement shall not, at the election of the party for whose benefit the provisionexists, be in any way impaired.In witness whereof, the parties execute this Agreement as of the date first above written.       MercadoLibre S.A.   Osvaldo Gimenez       By:                    Marcos Galperín           Nicolas Szekasy    
 
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Schedule ICertain DefinitionsFor purposes of this Agreement, the following terms shall have the following meanings:“Agreement” shall mean this Agreement, as it may be amended or supplemented at any time andfrom time to time after the date hereof.“ Just Cause” shall mean and include the following:(i) The commission by Executive of any gross misconduct or any offense serious enough for therelationship to become impossible to continue, including without limitation, Executive’s willfuland continuing disregard of the lawful written instructions of the Board of Directors ofMercadoLibre or Executive’s superiors;(ii) Any action or any omission by Executive, resulting in Executive’s breach of his duty ofloyalty or any act of self-dealing; and(iii) Any material breach by Executive of his duties and obligations under this Agreement asdecided by the Board of Directors of the Company.(iv) Executive’s conviction, in the Board’s sole discretion, of any serious crime or offensefor violating any law (including, without limitation, theft, fraud, paying directly or indirectlybribes or kick-backs to governmental officials, the crimes set forth in the U.S. Foreign CorruptPractices Act of 1977 or the foreign equivalent thereof and Executive’s embezzlement of funds ofMercadoLibre and any of its subsidiaries);“Government” shall mean (or in the case of “Governmental” shall refer to a):(i) the government of the Republic of Argentina;(ii) any ministry, agency, department, authority, commission, administration, corporation,bank, court, magistrate, tribunal, arbitrator, instrumentality or political subdivision of, orwithin the geographical jurisdiction of Argentina.“Tax” shall mean any tax (or payment in the nature of a tax), penalty, interest or additionto tax imposed by or due any Governmental tax authority, including without limitation in respect ofincome, turnover taxes, stamp taxes, custom duties, value added taxes, employee withholding orpayroll taxes or social security Liabilities.“Work Product” shall mean all inventions, innovations, improvements, technical information,systems, software developments, methods, designs, analyses, drawings, reports, service marks,trademarks, tradenames, logos, and all similar or related information (whether patentable orunpatentable) which relates to MercadoLibre, Inc.’s or any of its subsidiaries’ actual oranticipated business, development or existing or future products or services and which areconceived developed or made by the Executive (whether or not during usual business hours andwhether or not in conjunction with any other person) while employed by MercadoLibre (includingthose conceived, developed or made prior to the date of this Agreement) together with all patentapplications, letters patent, trademark, tradename and service mark applications or registrations,copyrights and reissues thereof that may be granted for or upon any of the foregoing.