NOW THEREFORE, in consideration for the mutual covenants
and benefits
herein contained, the
Partners have agreed as follows:
RECITALS;
Whereas the first party is a businessman and
financial investor who will like to release
the sum of $10,000,000.00 (Ten Million Dollars)
hereinafter referred to as the Funds to the
second party, and whereas, the second party
is an investment manager with diversified
business activities.
Whereas the second Party is willing to accept
the Investment capital and the first party is
prepared to co-operate with the second party
in that respect.
NOW,
THEREFORE,
in consideration of the forgoing facts and the mutual
representations and the covenants hereinafter
set forth, the parties hereto agree as
follows;
ARTICLE
1
The recitals set forth above constitute an
integral part of this agreement at all times and
considered as a fundamental condition to
execute it.
ARTICLE
2. PURPOSE OF THIS AGREEMENT
The purpose of the present agreement is to
define the contractual relation between
the first party and the second party.
ARTICLE
3. RIGHTS GRANTED
Subject to the terms and upon the conditions
set forth herein, throughout the duration of
this Agreement, The first party hereby
accepts to release the sum of $10,000,000.00
(Ten Million Dollars) to the second party and
the second party hereby accepts to use
and invest the above mentioned funds in
construction of a youth centre and other
business projects deemed fit by the second
party
ARTICLE
4. PURPOSE
The Investment facility has been provided for
investment in construction of a youth
Centre and other projects deemed fit and
appropriate by the second party.
ARTICLE
5. THE FUNDS
The funds covered by this agreement shall
mean at all times a total amount of
$10,000,000.00 (Ten Million Dollars)
ARTICLE
6. CONTRACT DURATION
6.1 The present agreement shall become
effective only on the date that the
construction of the Youth Centre is completed
and shall be valid for an initial term of
fifteen full consecutive years (10 years)
6.2 Afterwards, this agreement shall be
renewed by tacit consent for equal period(s),
unless previously terminated by either
party’s three months prior to the expiration of any
of the following renewal period(s).
6.3
The proof of
transfer should be obtained from the receiving bank of the second
party, as an evidence that the money is been
received by the second party.
6.4 The second party will make the first
profit payment on the 2
nd
year after the
construction of the Youth Centre with the two
year payments to be made at once.
6.5 The second Party will take care of the
Bank transfer charges and also take care of
the Brokers fees that will be demanded by the
Brokers in Madrid-Spain.
6.6 The second party will receive the funds
by wire transfer within 24hrs of the signing
of this agreement in Madrid-Spain.
ARTICLE
7. TERMS AND CONDITIONS
The first party will provide the second party
with the amount specified in article 5 based
on the following specific terms and
conditions.
7.1 The second party has agreed to pay the
first Party 5% Interest annually.
7.2 The second party should pay the agreed
profit in the last month of every year until
that time when both parties agree to
terminate the agreement.
7.3 The second party should transfer the
profit amount going to the first party to any
account or person authorized by the first
party.
7.4 It has been agreed that funds provided in
this agreement are by way of a Loan
Funds and does not entitle the first party to
any rights in the second party properties.
The first party is not allowed to interfere
with the operation of the project at any time,
or claim any rights to do so.
ARTICLE
8. AGREEMENT PARAMETERS
8.1 It has been agreed that the financial
year of the activities commence on the first of
January and end of the 31st of December of
each year except for the first financial year
which shall begin at the time of executing of
this contract and until the 31st of
December of the same year.
8.2 It has been agreed that the 5% profit on
investment should be calculated on a yearly
basis.
8.3 In the event of any uncompleted year
calculation, the profit should be calculated on a
daily basis and the total days of the year
should be considered as 365 days
8.4 The second party is entitled to deduct
whatever expenses he incurred while in the
process of transferring of the investment
funds to his account while the investment runs
under its care.
ARTICLE
9. PROFIT
The profit to be transferred to the investor
is 5% of the investment amount. In order
words the profit shall be 5% of $10,000,000.00
(One Million Dollars)
ARTICLE
10. EXPIRATION AND CANCELLATION
10.1 This agreement shall expire as provided
in Article 6 hereon. It may also be
terminated by either party for any of the
following reasons and conditions
(i)The expiration period of
this agreement is 10 years unless agreed upon the renewal
of the same
(ii) The unanimous decision of the two
parties is required to cancel this agreement at the
terms and conditions agreed and specified at
that particular time.
10.2 The first party has the full right to
terminate the contract without any penalty
or deduction if the second party fails to pay
the agreed profit for three (3)
consecutive years.
10.3 The present agreement will be terminated
in the event either party ceases activities,
liquidates or dissolves itself, demands a
moratorium involving a large part of its assets,
ceases to make payments, declares bankruptcy,
is declared in judicial adjustments or
liquidation or become the object of any
similar procedure, becomes the object of a
judgment ordering it to cease activities, has
its assets seized or has trustee or receiver
appointed.
ARTICLE
11. CONFIDENTIALITY
The parties hereto agree to respect the
confidentiality nature of information which they
receive during the term of this agreement,
including information concerning the sale,
distribution, financial statements or banks
or accounts information of the company or the
signatory of this agreement, and they
undertake to keep such information strictly
confidential during the said term, and after
the termination or non renewal of the
agreement.
ARTICLE
12. WAIVER
No forbearance on the part of either party in
enforcing its rights under this agreement,
nor any renewal, extension or re-arrangement
of any payment or covenant to be
performed by the other party hereunder shall
constitute a waiver of any term of this
agreement or a forfeiture of any such right.
ARTICLE
13. NOTICE
13.1 Any notice demand, request, consent,
approval, designation, specification or other
communication given or made, or required to
be given or made hereunder, shall be in
writing and shall be hand-delivered or sent
by registered air mail (Postage fully prepaid)
addressed to the parties in the manner set
forth below;
To The First Party
-----------------------------------------------------------
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To the Second Party
-----------------------------------------------------------
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13.2 A notice shall be deemed to have been given
and received if;
(i) When left at the appropriate address if
hand-delivered or sent by registered mail
(ii) When actually received if sent by
facsimile or electronic data exchange
(iii) When dispatched and the correct
answerback received if sent by telex or Facsimile.
ARTICLE
14. FORCE MAJEURE
Non compliance by either the first party or
the second party owing to force Majeure with
any of the said obligations shall not lead to
the termination of this agreement provided
either the first party or the second party
has, as soon as possible under the
circumstances, notifies the other party in a
letter send by registered mail, or the reason
of non-compliance. Pursuant to this clause,
Force Majeure shall be deemed to be any
unforeseeable and irresistible event provoked
by an external cause, which constitutes an
obstacle to the performance of an obligation,
such as foreign or civil war, riots, acts of
public enemies, general strikes, sabotage,
piracy, fire, explosion, natural disasters or an
act of local government. The parties agreed
to interrupt the agreement for the period of
such event and until the activities resume
normally.
ARTICLE
15. GOVERNING LAWS AND JURISDICTION
15.1 All difference concerning the validity,
the interpretation or the performance of the
present agreement shall be finally settled
under the rules of conciliation and arbitration of
the international chamber of commerce by a
single arbitrator appointed in accordance
with the said rules. The seat of such
arbitration shall be GENEVA
and the language of
such Arbitration shall be ENGLISH.
15.2 This agreement shall in all respects be
governed and construed in accordance with
the law of the country where the investment
is situated.
ARTICLE
16. MISCELLANEOUS PROVISIONS;
16.1 This agreement may be amended only by a
written document signed by both
parties or by their duly authorized
representatives.
16.2 This agreement supersedes all prior
agreements between the parties (Written or
Oral) and is intended as a complete and
exclusive statement or the terms and
agreement between the parties.
16.3 All reference to a year or a month shall
mean a calendar year and a period of thirty
days respectively.
16.4 In the event that this agreement is
translated into any other language, the English
language version hereof shall govern.
ARTICLE
17. DEFENSE AND INDEMNIFICATION
The First Party agrees, at its sole expense,
to defend the second Party and to indemnify
and hold the second Party harmless with
respect to any liabilities arising out of claims or
suits brought by third parties against the
Second Party, relating to the performance of his
obligations under this Agreement or to any
action or omission of the First Party.
All words in the MOU are singular, shall also
include the plural and vice versa and words
in the male gender shall also be construed in
this MOU to include the female gender;
This MOU is made in two (2) copies, one (1)
copy each to the two (2) parties, each of
which shall be deemed an original, but all of
which together shall constitute one and the
same MOU.
That this agreement is consciously and
willingly reached signed and delivered between
both parties as under-mentioned.
For The First Party; for the second Party
_________________________
___________________________
Authorized Signature/seal
Authorized Signature/seal
First Party Witness Second
Party Witness
________________________
___________________________
A uthorized Signature/seal Authorized
Signature/seal
Name: Name:
Title: Title:
Address: Address:
Supervising Financial Broker:
_ _____________________
Authorized Signature/seal
Name:
Title:
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