AGREEMENT REVIEW
This Agreement is made and entered into by and between:
Mrs. Amina Ali from Gaza- Palestine
(Hereinafter referred as the First Party)
And
(Hereinafter referred as the Second Party)
This Agreement is made and entered into this 21st May, 2024, between Mrs.
Amina Ali from Gaza- Palestine (First Party) hereinafter referred as the
INVESTOR.
, referred as the RECEIVER.
RECITALS
WHEREAS the First Party is a Financial Investor, who would like to make a direct
investment to the Second Party for the amount of US$200,000,000.00 (Two
Hundred Million US Dollars), hereinafter referred as Investment Fund, and
whereas, the Second Party is a holding company headquarter U.S.A which operates
diversified businesses 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.
The RECITALS set forth above constitute an integral part of this Agreement at all
times and considered as a fundamental condition to execute it.
THEREFORE, in consideration of the foregoing facts, terms, conditions and mutual
representations and covenants hereinafter set forth, the Parties hereto agree as
follows:
ARTICLE 1 – PURPOSE OF THIS AGREEMENT
The purpose of this Agreement is to define the contractual relation between the First
Party and the Second Party, in regards to the investment proposed and mentioned
hereto.
ARTICLE 2 – RIGHTS GRANTED
Subject to the terms and upon the conditions set forth herein, throughout the term
and conditions of this Agreement, the First party hereby accepts to make a direct
investment to the Second Party for the amount of $200,000,000.00 (Two
Hundred Million Euros US Dollars), and the Second Party hereby accepts to use
and invest the above mentioned Investment Fund in its businesses activities.
ARTICLE 3 – PURPOSE
The investment facility has been provided by the First Party for the general
working capital for development and execution of the Second Party’s business
activities in any country of the second party ́s choice.
ARTICLE 4 – INVESTMENT FUND
The Investment Fund covered by this Agreement shall mean at all times the total
amount of $200,000,000.00 (Two Hundred Million US Dollars).
ARTICLE 5 – CONTRACT TERM
5.1 This Agreement shall become effective only on the date that the total Investment
Fund is transferred, entered and available into the account of the Second Party and
shall be valid for an initial term of 10 (ten) full consecutive years.
5.2 Afterwards, this Agreement shall be renewed by tacit consent for equal
period(s), unless previously terminated by either party 03 (three) months prior to
the expiration of any of the following renewal period(s).
5.3 Any termination of this 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.
5.4 The Second Party will make the first net profit payment in January, 2026.
5.5 The Memorandum of Understanding (MOU) for PARTNERSHIP
INVESTMENT COMPANY DEVELOPMENT TRUSTEE AGREEMENT will be signed
by the Second Party and the First Party’s for sealing and making it enter into force
as soon as the notarization is completed.
5.6 The Second Party will receive the Investment Fund after notarization of this
agreement is signed; up to five business days after this agreement has been fully
executed as stated hereto.
ARTICLE 6 – 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.
6.1 The Parties have agreed on sharing of the stakes/net profit on 70% (Seventy
Percent) for the Second Party and 30% (thirty Percent) for the First Party.
As set forth, 20% (Twenty Percent) of the annual income after investment will be
First Party ́s commission and compensation for investment, while 10% (Ten
percent) will be mapped out for any expenses made during the transfer of the fund
to second party ́s custody/ account. (I did not understand this part of the clause, is
confusing, I made some changes, but remains unclear.
6.1.1 The payments set forth in the above clause, will be made in the national
currency, and any transfer outside the country will be sole responsibility of the
party that desires to do so. Tax liability will be the responsibility of each party.
6.2 The Second Party should pay the agreed profit in the month of January for
every year till that time where both Parties agree to terminate the Agreement or
the ten year terms, whichever comes first.
6.3 The Second Party should transfer the profit amount or handed over to any
account or person authorized by the First Party.
6.4 A written Instruction or authorization letter should be provided for the First
Party at the beginning of each year to avail the profit payment, and proof of such
payment should be maintained by the Second Party as evidence at all time.
6.5 It has been agreed that the Investment Fund provided is for an INVESTMENT
CAPITAL– Working Agreement and does not entitle the First Party to any rights
in the Second Party properties nor any management rights in any of the Second
Party’s companies or activities, more over the First Party is not allowed to
interfere at any time or claim any right to do so.
ARTICLE 7 – AGREEMENT PARAMETERS
7.1 It has been agreed that the financial year of the activities commence on
the first day of January and end on the 31st day 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 .
7.2 It has been agreed that the profit should be calculated on a yearly basis.
7.3 Profit rate is shared accordingly by both Parties yearly, as set forth in the clause 6.1
of this agreement.
7.4 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 (three
hundred and sixty-five) days.
ARTICLE 8 – PROFIT AND LOSS
Both Parties have agreed that the profit generated by this investment or any other
activities of the Second Party is the sole right of the Second Party and the First
Party has no rights whatsoever to claim any profit even if it has been generated
through the support of the First Party, unless it has been previously agreed by both
Parties in writing.
ARTICLE 9 – EXPIRATION AND CANCELLATION
9.1 This Agreement shall expire as provided in Article 5 hereon. It may also be
terminated by either party for any of the following reasons and conditions.
9.1.1 If the Investment Fund agreed in this Agreement has not been availed to the
Second Party for whatsoever reason, this Agreement will be automatically canceled
and neither party has any rights or jurisdiction to claim any compensation or
amount from the other party, unless there is an evidence of bad faith by the party
that violated this agreement.
9.1.2 The expiry of the period of the agreement unless agreed upon its renewal.
9.1.3 The unanimous decision of both Parties to cancel this Agreement at the terms
and conditions agreed and specified at that particular time.
9.1.3.1 If the Second Party fails to pay the profit agreed to the First Party for 02
(two) consecutive years.
9.2 Anyone of the Parties could cancel the agreement after settling its liabilities to
the other party in the following way:
9.2.1 If the First Party wishes to cancel at any time it should pay to the Second
Party the following amount:
9.2.1.1 For cancellation in any of the first 2 (two) years an amount of 30% (thirty
percent) of the total Investment Fund provided will be deducted from the fund on
the date of returning the Investment Fund in additional to the current year profit (to
be deducted) by the Second Party.
9.2.1.2 For cancellation before the end of the last year of the Agreement an amount of
15% (Fifteen Percent) of the total Investment Fund provided, where it will be deducted
from the fund amount on the date of returning in additional to the current year profit
(to be deducted) by the Second Party.
9.3 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 02 (two)
consecutive years.
9.4 The Second Party can terminate this Agreement at any time by paying back the
Investment Fund an additional 10% (ten Percent) of the total fund or last year
profit, whichever is higher.
9.5 Furthermore, this 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.
9.6 At this Agreement end for any reason whatsoever, the Second Party will return
to the First Party its whole Investment Fund which the First Party undertakes to
take back, without any interest or monetary adjustments.
ARTICLE 10 – 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, 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, applying to all of the agreements, promises,
proposals, statements, and understandings, inclusively previous or subsequent
negotiations (written or verbal) performed by the Parties, being these actions done
directly or indirectly by the Parties, altogether or separately, and they will likewise
be applied to all and any agreement or future understanding that may be signed
between the Parties.
ARTICLE 11 – WAIVER
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.
ARTICLE 12 – NOTICE
12.1 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 Second Party; or
(iii) To such other address of email or WhatsApp number, or person as either party
may hereafter designated.
12.2 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 WhatsApp number or electronic data
exchange; or
(iii) When dispatched and the correct answerback received if sent by email.
ARTICLE 13 – FORCE MAJEURE
13.1Non-compliance by either the First Party or the Second Party due 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 authority.
13.2 If any of the Force Majeure above mentioned events has happened, the Parties
agree to interrupt the Agreement for the period of such event until the activities
resume normally.
ARTICLE 14 – GOVERNING LAW AND JURIDICTION
14.1 All differences concerning the validity, the interpretation or the performance
of this 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
Lisbon, Portugal the language of such arbitration shall be English.
14.2 This Agreement shall in all respects be governed and construed in accordance with
the Law of the Country that the Agreement has been executed, delivered and
performed within.
ARTICLE 15 – MISCELLANEOUS PROVISIONS
15.1This private instrument constitutes an agreement between the Parties
relatively to the handling of confidential information, applying to all of the
agreements, promises, proposals, statements, understandings and previous or
subsequent negotiations, written or verbal, performed by the Parties concerning to
this business negotiation, being these actions done directly or indirectly by the
Parties, altogether or separately, and they will likewise be applied to all and any
agreement or future understanding that may be signed between the Parties.
15.2The provisions in this Agreement will always prevail and eventual
arrangements may be amended only by a written document signed by both Parties
or by their duly authorized representatives.
15.3 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.
15.4 All reference to a year or a month shall mean a calendar year and a period of
30 (thirty) days respectively.
15.5 In the event that this Agreement is translated into any other language, the
English language version hereof shall govern and prevail.
15.6 By signing this Agreement, its force is immediate. The transmission of any
documents by self representation will be considered by the signatory Parties with
the same effect of original documents, inclusive this Agreement.
15.7 Arising divergences regarding the interpretation of this Agreement, the execution
of the obligations resulting from it, or establishing in it the existence of blanks, the
Parties will solve such divergences, according to the principles of good faith, equity,
reasonableness, and economic and, will fill the blanks with stipulations that,
presumably, would have corresponded to the Parties, in the respective occasion.
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Authorized Signatory
First Party: Mrs. Amina Ali from Gaza- Palestine
INVESTOR
Date: 21st May, 2024
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Authorized Signatory
Title:
Second Party
Date:
