Der Text von dem Agreement:
Zitat:NONDISCLOSURE & PRIVATE INVESTMENT AGREEMENT
JOINT VENTURE AGREEMENT
This Agreement is made and entered into by and between:
Hereinafter refer as Party A (First Party)
ANDRESEN GAMLEMSHAUG ALEXANDRA
Oslo, Norway.
And
INVESTOR
Hereinafter refer as Party B (Second Party)
TRUSTEE NAME:
.......................................... Located at .......................................
(.......................) an Organization, organized and existing under the law of
Norway and Luxembourg .
Second Party (B) Details
Direct Mobile Telephone Number:
Company Name:
Passport Number:
RECITALS:
Party A, (First Party) fund Owner, who is making a silent and
confidential investment under the trusteeship of Party B, (Second
Party)
, for an amount of Euro (€) 233,000,000 (Two
Hundred and Thirty Three Million Euro)
as an investment.
The funds are unencumbered, good, clean, cleared of non-criminal
origin.
Whereas the First party (A) is willing to enter into a Non-Disclosure Joint
Venture Agreement with the second party(B), who is prepared to Co-
operate with the First Party in that respect.
NOW, THEREFORE in consideration of the foregoing facts and the mutual
representations and covenants hereinafter set forth, the parties hereto
agree as follows:
1
Zitat:ARTICLE 1:
The recitals set forth above constitute an integral part of this
agreement at all time and are 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 (Party A)
(Fund Owner) and Second party
(Party B) the (Trustee).
ARTICLE 3:
RIGHTS GRANTED:
Subject to the terms and upon the conditions set forth herein
throughout the duration of this Agreement, The First party (A)
hereby accept to make a direct investment to the second party for
the amount of €233,000,000 (Two Hundred and Thirty Three
Million Euro) and the funds are unencumbered, good, clean,
cleared and are of non-criminal origin,
and
the
Second
Party (B) hereby accepts to use and invest the above mentioned
funds in his/her company activities. The Second Party (B) will be
entitled to 10% of the above mentioned amount as a commission to
cover charges incurred during the transaction.
The Second Party (B) will receive the funds as Trustee and receive
the total funds from the First Party (A) for Investment purpose.
Article 4:
2
Zitat:Purpose:
The investment facility of (€233,000,000) (Two Hundred and Thirty
Three Million Euro) is made available to the second party (B) for the
purpose of investment.
ARTICLE 5:
The Fund:
The Fund covered by this agreement shall mean at all time a total amount
of (€233,000,000) (Two Hundred and Thirty Three Million Euro)
and the Second Party (B) will manage the funds for 20Years Contract
Duration: (I.E) The Second Party (B) will manage and Invest the funds for a
time duration of 20Years and the Profit of this Investment will be shared
50% for Party (A) and 50% For Party (B) respectively.
Face to Face Meeting:
The Investor Party (A) Investor and Second Party (B) Trustee will fix a
private meeting to finalize and sign the Final Endorsement Agreement
before the fund will be moved or transferred to the Second Party (B)
Trustee Bank account. The Meeting dates and Venues will be mentioned
by First Party (A) as soon as Second Party (B) sign and return this
agreement.
6.1 The present agreement shall become effective only on the date
that the total fund is transferred, entered and availed into the
account of the Second party (B) and shall be valid for an initial term
of 20 years.
6.2 Afterwards, this agreement shall be renewed by tacit consent for equal
period(s), unless previously terminated by either party three months prior
to the expiration of any of the following renewal period(s).
6.3 Any termination of the present Agreement shall not impair any
rights or remedies of any party hereto neither accrued prior to the
termination nor relieve any party of its obligations accrued prior to
such termination.
6.4 The proof of transfer should be obtained from the transferring
3
Zitat:receiving bank of the First party (A), as evidence that the money has
been transferred and received by the Second party (B) to identify the
validity and starting date of this agreement.
6.5 The Second Party will receive the investment amount by wire transfer
after the signing of the agreement and bank processes by the First Party
Bank or Agents.
6.6 The Second Party (B) will be required to have a face to face meeting
with the First party (A).
6.7 The Second party will receive the investment amount by wire
transfer within 72 hours after signing all paper works and following
the bank procedure where the funds has been deposited.
ARTICLE 7:
TERM AND CONDITIONS:
The First party will provide the Second party with the amount
specified in article 4 based on the following specific terms and
conditions.
6.8 The First party (A) has agreed on an equity sharing profit split of 50%
for the First party(A) and 50% for the second party (B).
6.9 The Second party should pay the agreed profit in the month of
October of every year till that time where both party agree to
terminate the agreement.
7.0 The Second party shall transfer the profit amount or hand it over to
any account or person authorized by the First party (A).
7.1 A written Instruction or authorization letter should be provided
by the Second party (B) at the beginning of each year to avail the
profit payment, and prove of such payment should be maintained by
the First party (A) as evidence at all time.
4
Zitat:7.2 It has been agreed that the fund provided is a Joint Venture (JV)
and does not entitle the First party (A) to any rights in the Second
party(B) properties nor any management rights in any of the Second
party companies or activities, more over the First party are not
allowed to interfere at any time or claim any right to do so.
ARTICLE 8:
Agreement Parameters:
7.3 It has been agreed that the financial year of the activities
commence on the first of January and end on the 31st of December
of each year except for the first financial year which shall begin at
the time of executing this contract and last till the 31st of December
of the same year ,
7.4 It has been agreed that the profit on ROI should be calculated on a
yearly basis,
7.5 In the event of any uncompleted year calculation, the profit should be
calculated on a daily basis and the total days of the year shall be
considered as 365 days.
ARTICLE9:
PROFIT AND LOSS:
Both parties have agreed that the profit generated by this investment by
the Second party will be shared as stipulated in this agreement and the
loss also for both parties.
ARTICLE 10:
EXPIRATION AND CANCELLATION:
7.6 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:
5
Zitat:7.7 If the fund agreed in this agreement has not been availed to the
second party (B) for whatsoever reason within 14 days from the date of
signing this agreement , this contract will be automatically cancelled and
neither party has any rights or jurisdiction to claim any compensation or
amount from the other party.
7.8 The expiry of the period of this agreement unless agreed upon the
Renewal of the same is agreed.
7.9 The unanimous decision of the two parties to cancel this
agreement at the terms and conditions agreed and specified at that
particular time.
8.1 If the Second party fails to pay the interest agreed in Article 7.1 to the
First party for two consecutive years.
8.2 Any one of the parties could cancel the agreement after settling his
Liabilities to the other party in the following way:
8.3 If Second party wishes to cancel at any time he should pay to the First
party the following amount (pay the first party off as follows):
8.4 For cancellation in any of the first 2 years an amount of 10% of
the total fund provided where it will be deducted from the fund
amount on the date of returning the fund in addition to the current
year profit (to be deducted) .
8.5 For cancellation in any of the second year an amount of 10% of
the total amount to be deducted from the fund amount on the date
of returning in addition to the current year profit (To be deducted).
8.6 For cancellation before the end of the last year of the agreement an
amount of the total fund provided where it will be deducted from the fund
amount on the date of returning in addition to the current year profit (To
be deducted)
8.7 The First party has the full rights to terminate the contract without any
penalty or deduction if the Second party fails to pay the agreed profit for
6
Zitat:two consecutive years after the third year.
8.8 The second party can terminate this agreement at any time by
Paying back the fund in additional to 50% of the year profit of the
total fund or last Year profit calculation, whichever is higher.
8.9 Furthermore, 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 becomes 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 receivership
appointed.
9.0 At the end of this agreement for any reason whatsoever, the second
Party will return to the first Party its whole Fund which the first party
undertakes to take back.
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. Except for the
requirements of banking institutions receiving funds under as required
by Law or regulation.
ARTICLEWAIVER:
12:
7
Zitat:No forbearance on the part of either party in enforcing its rights
under this agreement, nor any renewal, extension, or
rearrangement 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.
ARTICLENOTICE:
13:
9.1 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:
(i) If to the First Party
(ii) If to the First Party or to such other address of facsimile or telex
number or person as either party may hereafter designate.
9.2 A notice shall be deemed to have been given and received: (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; or (iii) when dispatched and the correct
answerback received if sent by telex or facsimile email.
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,
notified the other party in a letter sent by registered mail, of the
reason for noncompliance. 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
8
Zitat:performance of an obligation, such as foreign or civil war, riots, acts
of public enemies, general strikes, sabotage, piracy, fire, explosion,
natural disasters and act of local government and parliamentary
authority.
The parties agreed to interrupt the Agreement for the period of such event
and until the activities resume normally.
ARTICLE 15:
GOVERNING LAW AND JURIDICTION:
9.3 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 in the United
Kingdom and the language of such arbitration shall be English.
ARTICLE 16:
MISCELLANEOUS PROVISIONS:
9.5 This Agreement may be amended only by a written document signed
by both parties or by their duly authorized representatives.
9.6 This agreement supersedes all prior agreements between the
parties (written or oral) and is intended as a complete and
exclusive statement of the terms of the Agreement between the
parties.
9.7 All reference to a year or a month shall mean a calendar year and a
period of thirty days respectively.
9.8 In the event that this agreement is translated into any other
language, the English language version hereof shall govern.
ARBITRATION:
9
Zitat:This Agreement shall be governed by the laws of the United
Kingdom applicable to agreements executed by both parties
hereto. This Agreement expresses the entire understanding of the
parties hereto and replaces any and former agreements or
understandings, written or oral, relating to the subject matter hereof.
Paragraph headings are for the convenience of the parties only
and shall have no legal
Effect whatsoever. Any controversy or claim arising out of, or in
relation
to
this
Agreement
or
validity, construction
or
performance of this, or the breach thereof,
Shall be resolved by arbitration before legal action is taken. In case
of legal action, the defaulting Party will be responsible for all legal
costs.
PROTECTION OF ALL PARTIES, BUSINESS CONFIDENTIALITY
All electronic communication relating to this Investment transaction will
remain Private and Confidential among parties First Party (A) and Second
Party (B) because the owner of the funds and the Trustee right must be
protected without Disclosure.
FORCE AND EFFECT OF DOCUMENTS:
The parties hereto covenant and agree that they will execute each
such other further instruments and documents as are or may become
reasonably necessary or convenient to effectuate and carry out the
purpose of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the
Day and year first above written.
PARTIES:
SIGNED AND SEALED BY BOTH
INVESTOR
ANDRESEN GAMLEMSHAUG ALEXANDRA
10
Zitat:___________________________
(Party A) Authorized Signatory:
And
.......................... Located at ...........................................of
(.........................................) an Organization, organized and existing
under the law of Norway and Luxembourg
Second Party (PARTY B)
_________________________
Party B) TRUSTEE
Authorized Signatory:
Title:
Name:
__________________________
Prepared by: Mr.Clifford Huffman & Associates Co
Witness for both Parties Signatory:
11
Seiten: 1
Alexandra Andresen <g.gamlemshaug1@gmail.com> < andresengamlemshaug@gmail.com> (Gelesen: 5249 mal)
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