Fun article





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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