JOINT VENTURE PARTNERSHIP CONTRACT AGREEMENT
This Agreement is made and entered into by and between:
Hereinafter refer as Party A (First Party)
And
Hereinafter refer as Party B (Second Party)
RECITALS:
• Party B is engaged in SHIPPING LOGISTICS TRAINING AND COMMODITY TRADING BROKERAGE
PROJECT NAME VLCCCOIN to be launched in Q 2 2020 . Who is looking for immediate startup investment for XXX MILLION USD FOR PURPOSE OF ORDERING VLCC ONE NEW AND TWO OLD AND TRADING IN OIL BY VLCCCOIN TO BE INCORPORATED IN ISLAND OF MAN
• Party A, (First Party) is a Business person and Financial Investor, who is making a silent and confidential investment for a 30% equity ownership of the shares of Party B, (Second Party), for an amount of $500,000,000.00 (XX Million United State Dollars) as investment IN TRENCHES OF USD 100 MILLLION. The funds are unencumbered, good, clean, cleared US Dollars of non-criminal origin.
• Party B is incorporated in the --
ISLAND OF MAN /AS AGREED , and Party A agrees that this Investment Agreement shall be interpreted by the prevailing PARTY B UK laws and jurisdiction Whereas the Party A is willing to invest the capital and the Party B is prepared to Cooperate with the Party A in that respect.
NOW, THEREFORE, inconsideration of the foregoing facts and the mutual representations and covenants hereinafter set forth, the Party A and Party B here to 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:
WHEREAS the Parties wish to join together in this Investment Agreement which defines the contractual relation between the Party A,and Party B, CAPTAIN KULWINDER JIT SINGH SACHDEVA (Trustee), PARTY B
ARTICLE 3: RIGHTS GRANTED:
• Subject to the terms and upon the conditions set forth herein, throughout the duration of this Agreement, Party A agrees to make a direct e q u i t y investment in Party B for the amount of $500,000,000.00 (XXX Million United State Dollars). Party A assures Party B the funds are unencumbered, good, clean, cleared funds of non-criminal origin, and the Party B hereby accepts the above mentioned funds for a 30% equity ownership investment iPARTY B PROJECT NAME VLCCCOIN, PARTY B COUNTRY INDIA
ARTICLE 4: PURPOSE:
• The investment amount from Party A is $500,000,000.00 (XXX Million United State Dollars) shall be provided for the general working capital/purpose of VLCCCOIN Project.
ARTICLE 5: THE FUND:
• The Fund covered by this agreement shall mean at all times a total amount $500,000,000.00 (XXX Million United State Dollars).DISBURDED IN TRENCHES OF USD 100 MILLION X5
ARTICLE 6: CONTRACT DURATION:
6.1 The present agreement shall become effective only on the date that the THE FIRST TRENCH OF total fund as specified in Article 5 above, is Transferred, Entered and Availed into the account of the Second Party and shall be valid for an initial term of 10(ten) full consecutive years. At the end of the 10 year period, Party B has the option of buying back from Party A, the Party B shares issued to party A under this Investment Agreement at the then prevailing share price. Should Party B not exercise its ‘Buy-Back’ option, then Party A can either retain its shares or sell them to another investor.
6.2 Party A and Party B agree that there shall be an annual review of the status of this Investment Agreement; place and format to be determined mutually. This Investment Agreement may be terminated only by mutual consent of Party A and Party B by written request any time after 2 years from the effective date of this Investment Agreement. In the event of a termination of this Investment Agreement, Party B shall have the right to exercise its Buy Back option.
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 receiving bank of the Party B as evidence that the money has been received by Party B to identify the validity and effective starting date of this Agreement.
6.5 That Party B will receive the investment amount as specified in Article 5 above, by wire transfer or bank draft within 72 hours after signing this Investment Agreement and following the bank procedure where the funds are to be deposited.
6.6 Party B will cover the Consultation/Processing/legal charges/insurance Documentation which is calculated at $40,500 payable to Party A mandated investment advisor/fund manager after the JV funding approval, which serves as initial security/collateral of the investment capital.
ARTICLE 7: TERM AND CONDITIONS:
Party A will provide Party B with the amount specified in article 4 based on the following specific terms and conditions.
7.1 Following 2 years after the effective date of this Investment Agreement, both parties agree that the net profit generated from this investment will be disbursed in the form of per share dividends based on Party A’s 30% equity share holdings.
7.2 Party B should pay the agreed profit in the month of every year they declared profits for preceding year's activity till such time where both Parties agree to terminate the agreement or until Party A sells it's shares.
7.3 Party B shall transfer the profit amount or handover to any account or person as authorized by Party A.
7.4 A written Instruction or authorization letter should be provided by the Party B at the beginning of each year to avail the profit payment, and proof of such payment should be maintained by the Party A as evidence at all times.
7.5 It has been agreed that funds provided area clear investment and does not entitle the Party A to any rights in the Party B’s properties nor any management rights in any of the Party B companies or activities, more over Party A shall not interfere at any time or claim any right to do so.
ARTICLE 8: AGREEMENT PARAMETERS:
8.1 For purposes of this Investment Agreement, 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 that shall begin at the time of the Effective Date of this Investment Agreement and until the 31st of December of the same year.
8.2 It has been agreed that the profit 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.
ARTICLE9: INTEREST AND LOSS:
9.1 Both parties have agreed that Party A will only been titled to a 30% profit share per its equity holding per annum throughout the Investment Agreement duration as stipulated in this Investment Agreement.
ARTICLE 10: EXPIRATION AND CANCELLATION:
10.1 This Agreement shall expire as provided in Article 6 hereon. It may also be terminated by for any of the following reasons and conditions:
10.2 The expiry of the period of the agreement unless agreed upon the Renewal of the same.
10.3 The mutual, unanimous decision of the two parties to cancel this agreement at the terms and conditions agreed and specified at that particular time.
10.4 If the Party B fails to pay the profit agreed in Article 7.1 to Party A, for two consecutive years, after the two years after the effective date of this Investment Agreement.
10.5 In the event that either Party desires to sell their shares in VLCCCOIN PARTY B PROJECT NAME VLCCCOIN Project, then that Party will offer the shares for sale to the other Party at the same price that the Party, desiring to sell their shares, has already obtained in writing, who then has FIRST RIGHT OF REFUSAL for 21 days. In the event that the other Party does not wish to purchase the shares on offer during the 21 days at the price stated, then the Party desiring to sell their shares, may thereafter offer their shares to all the existing shareholders first and only if there are no shareholders willing to purchase the shares may the Party desiring to sell their shares sell their shares on the open market as per the rules of the Company.
10.6 At the end of the 10th year from the effective date of this Investment Agreement, and in accordance with its Buy Back option, Party B shall buy back all the shares issued to Party A under this Investment Agreement at the then prevailing share price. If the prevailing share price for Party A’s shares does not equal the $XX,000,000.00 (XX Million United State Dollars) (2019 base year), Party B shall make up the difference so Party A receives back all its initial investment in Party B.
ARTICLE 11: CONFIDENTIALITY:
11.1 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:
12.1No 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.
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 airmail (postage fully prepaid) addressed to the parties in the manner set forth below:
I. If to the Party A or to such other address of facsimile or telex number or person as either Party may hereafter designate.
II. If to the Party B or to such other address of facsimile or telex number or person as either Party may hereafter designate.
13.2 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 answer back 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, notified the other Party in a letter sent by registered mail, of the reason for 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 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 JURISDICTION:
15.1 All difference concerning the validity, the interpretation or the performance of this Investment Agreement shall be finally settled under the rules of conciliation and arbitration in accordance with the laws and jurisdiction of XXX PARTY B COUNTRY XXX.
15.2 This agreement shall in all respects be governed and construed in accordance with the laws of XXX PARTY B COUNTRY XXX.
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 of the terms of the 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 (US) version here of shall govern.
ARBITRATION:
This Investment Agreement shall be governed by the laws of XXX PARTY B YOUR COUNTRY XXX, applicable to agreements executed by both parties hereto. This Investment 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.
ATTORNEYS FEES:
If any Party files any action or brings any proceeding against the other arising from this Investment Agreement, the State of XXX PARTY B YOUR COUNTRY laws structure will apply.
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 yearfirst above written.
SIGNED AND SEALED BY BOTH PARTIES:
PARTY A NAME AND ADDRESS
(Party A) Witness Signatory:
Title:Director
Date: 13thMarch 2020
AND
PARTY B NAME AND ADDRESS
(Party B) Authorised Signatory:
Title:
Name:
Date:
(Party B) Witness Signatory:
Title:
Name:
Date: