Agreement On Investment Dec-R 2022
Agreement On Investment Dec-R 2022
Agreement On Investment Dec-R 2022
Transaction Code:
Date: December 11, 2022 PAGE 1
1. This Partnership Agreement on Investment and Financial Co-Operation (hereinafter referred to as the
“Agreement” No.: 777-12/2022/11 Transaction Code: xxxx – xxx for the amount of investments of:
€XXX,000,000. 00 (XXX Million euro) with possible Rolls and Extensions (R&E) is entered into force after
signature of this “Agreement” – by and between the following parties:
COMPANY NAME
COMPANY ADDRESS
REG NUMBER
REPRESENTED BY
PASSPORT NUMBER
DATE OF EXPIRY:
PLACE OF ISSUE:
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
BANK TELEPHON
BANK OFFICER:
BANK EMAIL
both together and individually hereinafter referred to as the "Parties", conclude an agreement of such
content, hereinafter referred to as the "Agreement":
WHEREAS:
Whereas the Parties hereto are desirous of entering into this Agreement for the purpose of developing their
own investment projects contemplated herein for their mutual benefits only, and not for other purposes
whatsoever.
Whereas both Parties hereto warrant, that the currencies to be transacted, for accomplishing the investments,
are all good, clean and cleared funds of non-criminal origin, without any traces of illegality or unlawfulness
whatsoever.
Whereas each Party hereto declares, that it is legally empowered, and fully authorized to execute and accept
the conditions of this Agreement, as well as agrees to be bound by its terms and conditions under the risks of
penalties and other consequences.
Whereas the Investor, through its fiduciary bank, where the final agreements will be lodged in and assigned
to, confirms and warrants that it has the financial capacity and the funds to transact under the conditions of
this Agreement.
Whereas the Parties hereto with full corporate responsibility, under the penalty of perjury, declare that they
will, upon the execution of this Agreement, complete in full all the transactions contemplated herein, except
in case of circumstances of force majeure or government sanctions, may any of such appear.
The Parties hereto shall not be liable for any failure to perform under circumstances related to the “force
majeure” provisions of the USA.
Whereas both Parties herein agree, that each Party has the full right to use and choose whatever company
might be more suitable to carry out this assignment, and to successfully complete the present transactions.
Whereas the “Investor” (“Party-A”) will upload and provide the investment funds.
1. SUBJECT OF AGREEMENT:
1.1. In accordance with the provisions of this Agreement and general principles and regulations concerning the
management of the invested financial resources, the Investor instructs, and the “Developer” undertakes to
manage all the investment plans accepted by the Parties and provided by the Investor in this Agreement.
Now therefore in consideration of what is herein set out, and in accordance with the mutual understanding
between the two Parties, as well as of all the good and valuables purposes present therefore, the Parties
adequately hereby acknowledge the following:
Party-A is ready to start project financing in the amount and sequences mentioned in point 4 of the present
Agreement and provides Party-B with the funding necessary for the implementation and the development of
their common projects (see annexes to the present Agreement) from their own funds.
5. TRANSACTION PROCEDURES:
1) After signing the Agreement between the Sender and the Receiver, the Sender instructs his bank to send
funds to the Beneficiary.
2) The Banker, after receiving instructions from the Sender, releases Swift MT103 to the beneficiary’s bank.
3) Swift MT103 through the Swift system (swift.com, Brussels head office) goes to the external server of
incoming payments of the beneficiary's bank.
4) The swift is processed by the payment tracking service of the receiving bank of the Beneficiary and then
goes to the internal server of the bank.
5) After Swift MT103 was received by the beneficiary’s bank’s external server, the sender’s bank issues Swift
MT202. Swift MT202 enters the Beneficiary’s bank on common account.
6) The bank of the Beneficiary, on the basis of the notification received, makes the final processing of the
payment and, after confirming the funds, credits the account of the Beneficiary (the funds are credited to
the account of the Beneficiary).
P.S. The transferred funds may come under ECB inspection of Brussels. In this case, the Sender is ready to
provide codes for debiting funds from Brussels to the Recipient's bank in order to speed up the flow of
the funds.
7) The covered payment from the common account of receiving bank is credited to the beneficiary’s
company account.
7. CODES OF IDENTIFICATION:
7.1. The Parties agree that all documents related to the transactions bear the codes listed on page 1 of this
Agreement and that the said codes remain unchangeable within this Agreement’s duration, including all
rollovers, extensions and additions.
8. COMMUNICATION:
8.1. Communication with banks will be limited to those between the Investor’s bank and the Developer’s bank
and only by and between authorized bank officers/representatives, including principals of the Investor and the
Developer, in the course of completion of this transaction. No communication by any other party is permitted
without prior written consent of the named account holders.
8.2. Any notice to be given hereunder from either Party to the other shall be in writing and shall be delivered
by fax to the telefax number or by e-mail to e-mail address of the respective Party as provided herein. The
Parties agree that acknowledged e-mail or telefax copies are treated as legally binding original documents.
Email copies, scanned and sent on e-mail as photos, of this Agreement and exchange of correspondence duly
signed and/or executed shall be deemed to be original and shall be binding and are regarded as original and
good for any legal purpose.
8.3. EDT-Electronic Document Transmittal & Counterparts:
This Agreement may be executed in multiple copies at different times and places, each being considered an
original and binding. All facsimile /electronic transmittal/communications, including electronic signatures,
relating to this Agreement and which are mutually accepted by the Parties, shall be deemed legally binding
and enforceable documents for the duration of the transaction. And as applicable, this Agreement shall:
• Incorporate U.S. Public Law 106-229, "Electronic Signatures in Global and National Commerce Act" or such
other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001);
• Electronic Commerce Agreement (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations
Centre for Trade Facilitation and Electronic Business (UN/CEFACT);
• All electronically submitted documents shall be subject to the European Community Directive No.
95/46/EEC, as applicable.
9. VALIDITY:
9.1. Once this Agreement is signed by both Parties the transaction shall begin within three (3) banking days
or sooner, excluding Saturdays and Sundays and any bank holidays.
11. ASSIGNMENT:
11.1. Each Party to this Agreement may assign this Agreement or its total or partial performance hereof to any
other company which assumes the obligations of the assigning party under the terms of the assignment.
Formal notice of the assignment shall be rendered to the other party to this Agreement expressly indicating
there on the assignee's full contact particulars.
ANNEX No. 1
I, MR. XXXX XXXXX, Director, CEO of XXXXX XXXXX XXXXX legal representative, acting with full responsibility,
hereby irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay
guarantee to transfer funds in total investment amount:
This pay order shall remain in effect until this transaction, including any renewals, extensions and additions are
fully completed.
This Agreement contains the entire agreement and understanding concerning the subject matter hereof and
supersedes and replaces all prior negotiations and proposed agreements, written or oral. Neither of the parties
may alter, amend, nor modify this Agreement, except by an instrument in writing signed by both parties. This
Agreement will be governed by and construed in accordance with the laws of United Kingdom. In the event
that either party shall be required to bring any legal actions against the other in order to enforce any of the
terms of this Agreement the prevailing party shall be entitled to recover reasonably attorney fees and costs.
This Fee Agreement-Pay Order, if transmitted by facsimile or electronic mail shall be considered an original,
legally enforceable document. Generally recognized International Standards of Non-Circumvention and Non-
disclosure are applicable for a period of Five Years from the date of this document or the last date of the
contract including any renewals, extensions and additions are fully completed and we agree to respect those.
We hereby declare that we are fully aware that the information received from you is in direct response to our
request and is not in any way considered or intended to be a solicitation of funds of any sort, or any type of
offering, and is intended for our general knowledge only. We hereby affirm, under penalty of perjury, that we
have requested information from you and your organization by our choice and free will, and further that you
have not solicited us in any way. Intermediaries are not Advisors of any kind.
Parties to this Agreement are independent contractors and all contemplated payments and/or disbursements
hereunder are divided interests. Nothing in this Agreement construes or creates a partnership or
employer/employee relationship between or among the parties hereto. All taxes, federal, state or other are
the independent responsibility of each of the parties hereto.
The above stated codes and any other identification codes shall remain the same and shall not be changed
until this transaction including any renewals, extensions and additions are fully completed and we agree to
respect those. The transaction code may be amended only by agreement between all parties hereto. This
transmission via facsimile will be accepted as an original and I confirm that I have authority to execute this Pay
Order.
SIGNATURES OF PARTIES:
INVESTOR’S PASSPORT
DEVELOPER’S PASSPORT