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PARTNERSHIP AGREEMENT №: __________

FOR INVESTMENT AND FINANCIAL CO-OPERATION


ALL TRANSACTION DONE VIA SWIFT-BRUSS.COM

This Partnership agreement on investment and financial co-operation (Here in after referred to as the
Agreement), volume of investments: $200,000,000.00 (TWO HUNDRED MILLION DOLLARS) are into this by
and between the following parties:

THE SENDER:

COMPANY NAME: NEW WORLD GAZOIL LLC


COMPANY ADDRESS: 150100, REPUBLIC OF UZBEKISTAN FERGANA CITY,21/2 BOBUR
REPRESENTED BY: MR SERHIY YEPYSHKO
PASSPORT NUMBER: PU132722
PLACE OF ISSUE: UKRAINE
DATE OF ISSUE: 21.02.2017
DATE OF EXPIRY: 21.02.2027
BANK NAME: FERGANA REGIONAL BRANCH OF JOINT STOCK COMPANY
BANK ADDRESS: 150100, REPUBLIC OF UZBEKISTAN, FERGANA AL-FARGONY STR.35
BANK SWIFT CODE: NBFAUZ2X
ACCOUNT NAME: NEW WORLD GAZOIL LLC
BANK OFFICER NEOH BT

Hereinafter referred to as the”INVESTOR OR PARTY-A:”

SENDER SUBORDINATE ACCOUNT

BANK NAME DEUTSCHE BANK FIL BERLIN


BANK ADDRESS OTTO-SUHR-ALLEE 6-16,10585
ACCOUNT NAME HIGH TECHNOLOGY GERMANY UG
ACCOUNT NUMBER 009874200
SWIFT CODE DEUTDEBBXXX
OFFICER NAME KONTAKT

on the one hand AND

THE RECEIVER:

COMPANY NAME
COMPANY
REGISTRATION
COMPANY ADDRESS
REPRESENTED BY
PASSPORT NUMBER
COUNTRY OF ISSUE
PARTNERSHIP AGREEMENT

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PARTY A PARTY B
DATE OF ISSUE
DATE OF EXPIRY

RECEIVER BANK ACCOUNT

BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
SWIFT CODE
OFFICER NAME

HERE IN AFTER REFERRED TO AS THE ”RECEIVER OR PARTY-B:”

Both together and individually here in after referred to as the "Parties", conclude an agreement of such
content, here in after referred to as the "Agreement":

WHEREAS the Parties hereto are desirous of entering into this Agreement for the purpose of
developing own investment projects contemplated herein for the mutual benefit only and not for other
purposes whatsoever.

Reciever confirms with full coporate and legal responsibility to accept the SWIFT MT103 CASH
TRANSFER to be sent to his SWIFT-BRUSS.COM Online Banking account

The sender desires to transfer the SWIFT MT103 CASH TRANSFER To the receiver

SWIFT-BRUSS.COM ACCOUNT

WHEREAS both Parties hereto warrant that the currencies to be transacted, for making the
investments, are all good, clean and cleared funds of non-criminal origin, from without any traces of illegality
or unlawfulness whatsoever.

WHEREAS each Party hereto declare that it is legally empowered, fully authorized to execute and accept this
agreement, as well as agrees to be bound by its terms and conditions under the penalty and other
consequences.

WHEREAS Investor through its SWIFT-BRUSS.COM bank, where the final agreements will be lodged
in and assigned to, confirms and warrants that it has the financial capacity of DOLLAR -funds to transact
under 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 the transaction contemplated herein, except on
circumstances of force majeure and government sanctions, if such appear. The parties hereto shall not be
liable for any failure to perform under the “force majeure” provisions of the ICC, Paris.

PARTNERSHIP AGREEMENT

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PARTY A PARTY B
WHEREAS both Parties herein agree that each party has the full right to use and choose whatever
company more suitable to carry out this assignment, to successfully complete the present transaction.

1. SUBJECT OF AGREEMENT.

1.1. In accordance with the provisions of this Agreement and general principles and regulations of the
management of the financial resources the Investor instructs, and the “Partner” undertakes to manage
investment plans accepted by parties and invested by Investor by this Agreement.

1.2. The Investor's financial resources made available to the “Partner” hereinafter referred to as the
"Investments".

1.3.According to the laws of and for execution of the Law of About the regime of foreign international
investing for two parties, the subject of this Agreement is a joint investment activity of the Partners, which is
not connected with creation of new legal entities, on the following directions: industrial, mining,
manufacturing & energy related projects, real estate development & construction projects, aircraft & airline
projects, bank guarantees and medium-term notes and placements into precious metals.

1.4.High Contracting "Parties", in order to strengthen bilateral friendly international relations are intended to
cooperate in the following make own projects at the expense of own funds and financial opportunities as
well as attracting involving partners.

1.4.1. Promoting involvement in the real economy, and private regional priority investment projects;

1.4.2. Promoting a balanced and sustainable growing system of financial support for projects and programs
in priority areas;

1.4.3. Minimizing investment and commercial risks involved in the implementation of projects. And also can
carry out reinvestment in the objects of the primary investment and other objects of investment and
reinvestment.

1.5. Investor makes their material investments as reinvestment : $200,000,000.00 (TWO HUNDRED MILLION
DOLLAR)

1.6. Within, the Partner`s bank issues an unconditional SWIFT MT103 transfer (72) banking hour’s wire
transfer to the bank account to be specified from the Investor`s, in accordance with the following schedule
of investments.

1.7. The Agreement is considered to be completed, only when the funds are directed to the account of the
beneficiary- ”Partner-B” from the Investor -”Partner-B”, and the funds reached the receivers account and
remained successfully for at least 72 hours.

2. PLANNING OF THE SWIFT MT103 TRANSFER.

FOR A TOTAL AMOUNT OF : $200,000,000.00 (TWO HUNDRED MILLION DOLLAR) WITH R&E BY SWIFT

PARTNERSHIP AGREEMENT

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PARTY A PARTY B
MT103 TRANSFER ON “URGENT: SAME DAY WIRE” AS FOLLOW:

TOTAL FACE VALUE: $200,000,000.00 (TWO HUNDRED MILLION DOLLARS)


1ST TRANCHE: $5,000,000.00 (FIVE MILLION DOLLARS)
2ND TRANCHE: $25,000,000.00 (TWENTY FIVE MILLION DOLLARS)
3RD TRANCHE: $30,000,000.00 (THIRTY MILLION DOLLARS)
4TH TRANCHE: $40,000,000.00 (FORTY MILLION DOLLARS)
5TH TRANCHE: $100,000,000.00 (ONE HUNDRED MILLION DOLLARS)
FURTHER TRANCHE: TO BE MUTUALLY AGREED BY THE PARTIES
DURATION OF PAYMENT: PAYMENT WITHIN 14 (FOURTEEN) BANKING DAYS AFTER DELIVERY
AND BOOKING OF SWIFT MT103 CASH TRANSFER IN THE RECEIVER’S
BANK ACCOUNT.
TRANSFER INSTRUCTION ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN
THE RECIEVER PURCHASE HIS MASTER CARD FROM SWIFT-BRUSS
TO TRANSFER THE FUNDS TO HIS BANK ACCOUNT
SHARING RATIO SENDING 45% SENDER MANDATE 5%
RECEIVER 45%, RECEIVER MANDATE 5%
PAYMENT MT103 CASH TRANSFER

3. JOINT ACTIVITIES OF THE PARTIES.

3.1. We, the undersigned Parties, hereby with full legal and corporate responsibility, under penalty of perjury,
confirm that Investor is ready, willing, and able the investments, and the Partner is ready to receive the
investments and to make at the mutually agreed terms and conditions hereof.

3.2. For realization of the investment programs the Parties bring the foreign investment in convertible
currency during validity hereof according to the schedule fixed by the Parties, agreed currency amounts and
tranches which are reflected in additional agreements hereto

3.3. The Parties can extend kinds and spheres of investment activity and if necessarily make the Additional
agreements.

3.4.Addendum and changes may be brought to this Agreement by mutual agreement of the Parties, which
are to be formed by separate protocols, which, after the signing of “Parties”, are considered as integral part
hereof.

4. RIGHTS AND DUTIES OF THE PARTNERS.

4.1. Party A and Party B for the purposes of fulfillment hereof:

4.1.1. Develop investment activity for its economic and technical projects.

4.1.2. Conclude contracts, agreements, and other agreements necessary for realization of their investment
programs.

4.1.3. Acquire export-import quotas and licenses for export and import of commodities and products.

4.1.4. Provide each other with all necessary legal, financial and other documents, related to the fulfilment
hereof.

PARTNERSHIP AGREEMENT

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PARTY A PARTY B
4.1.5. Invest money in their own projects during validity hereof according to their current legislation.

4.1.6.Carrie out economic activity to fulfill own investment programs, make debt liquidation on all kinds of
expenses, payment of commodities and services, transfers facilities for payment of salaries and other types
of rewards, cover all kinds of charges.

4.1.7. Attract other legal entities and individuals for the fulfillment of their investment programs under the
present Agreement at their sole decision.

4.1.8.Are to provide each other with necessary assistance.

4.1.9.Are to follow and observe the terms and conditions hereof.

4.1.10. Are obligated to keep in a secret all business, technical and commercial information related to
implementation hereof.

4.1.11. Can invest additional investments during the validity period of the present Agreement, and also can
carry out reinvestment in primary investment projects and other investment and reinvestment objects.

4.2. The Party A for the purposes of fulfilment hereof:

4.2.1. Develops the directions of own investment activity with its economic and technical ground.

4.2.2. Concludes contracts, agreements, and other agreements necessary for realization of its investment
programs.

4.2.3. Acquires export-import quotas and licenses for export and import of commodities and products.

4.2.4. Provides Party B with all necessary legal, financial and other documents, related to the fulfilment
hereof.

4.2.5.Can invest money during validity of this Agreement according to the current legislation.

4.2.6.Carries out economic activity to fulfil own investment programs, makes debt liquidation on all kinds of
expenses, payment of commodities and services, got by each of the Parties, transfers facilities for payment
of salaries and other types of rewards, finance all kinds of charges.

4.2.7. Attracts other legal entities and individuals for realization of the investment programs under the
present Agreement.

4.2.8. Attracts investments and financial assets, including cash and loan facilities of residents and not
residents aimed on execution of investment activity.

4.3. The Party B for the purposes of fulfillment hereof:

4.3.1. Develops the directions of own investment activity with its economic and technical ground.

4.3.2. Concludes contracts, agreements, and ot here agreements necessary for realization of its investment
programs.

4.3.3. Acquires export-import quotas and licenses for export and import of commodities and products.

4.3.4. Provides Party A with all necessary legal, financial and other documents, related to the fulfilment
PARTNERSHIP AGREEMENT

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PARTY A PARTY B
hereof.

4.3.5. Can invest money during validity of this Agreement according to the current legislation.

4.3.6.Carries out economic activity to fulfil own investment programs, makes debt liquidation on all kinds of
expenses, payment of commodities and services, got by each of the Parties, transfers facilities for payment
of salaries and other types of rewards, finance all kinds of charges.

4.3.7. Attracts other legal entities and individuals for realization of the investment programs under the
present Agreement.

4.3.8. Attracts investments and financial assets, including credit and loan facilities of residents and not
residents aimed on execution of investment activity.

5. TOTAL VOLUME OF INVESTMENTS AND ORDER OF FINANCING

Investor’s currency: DOLLAR

TOTAL INVESTMENTS 200,000,000.00 (TWO HUNDRED MILLION DOLLARS)Now therefore in consideration


as herein set out and in consideration of the understanding, as well as of here good valuables purpose.

6. TRANSACTION PROCEDURES.

6.1. Party-B completes/signs/seals this Agreement and submits them to Party-A along with the and
compliance documents, which shall include the following:

•Present Agreement, with all annexes;

6.2. Party-A verifies, approves, complete sand counter signst his agreement, PARTY-A. PARTY-B hard copies
contract and puts his signature

•Present Agreement, with all annexes;

7. CONFIDENTIAL INFORMATION AND SECURITY.

7.1.The Parties further agree that they will take reasonable security measures to preserve and protect the
secrecy of such “confidential information” and will hold such information in trust and not to disclose such

information, either directly or indirectly to any person or entity during the term of this Agreement or any time
following the expiration or termination hereof; provided,

8. VALIDITY.

Once this Agreement is signed by both Parties the transaction shall begin within three (3) banking days
or sooner,

PARTNERSHIP AGREEMENT

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PARTY A PARTY B
9. FULL UNDERSTANDING.

9.1. The latest edition/signature of this Agreement, executed by each party, represents the full understanding
between the Parties and supersedes all other undertakings, whether verbal or written. All statements and
representations are made without any omission of material fact and with full corporate and legal
responsibility under penalty of perjury.

9.2. The commission payable under this Agreement is to be distributed in accordance with the Irrevocable
Fee Protection Agreement.

10. TERM OF AGREEMENT.

This agreement is a full recourse commercial commitment enforceable under the laws of the
jurisdiction of Liechtenstein, Switzerland or any country of the European Union as it applies. And, said law
shall govern the interpretation, enforceability, performance, execution, validity and any other such matter of
this Agreement, which shall remain in full force and effect until completion of the said transaction and it is
legally binding upon the Parties signatories, their heirs, successors and assigns, agents, principals, attorneys.

11. LAW AND ARBITRATION.

11.1. This Agreement is a full recourse commercial commitment enforceable under the laws of jurisdiction
of the countries where this transaction is effectuated, and any dispute is to be resolved under the ICC rules
for arbitration.

11.2. All disputes and disagreements, which can arise during execution of the present agreement or in
connection with it, will be solved by negotiation between the Parties. In case the Parties will not come to the
agreement, the disputes and disagreements are to be settled by The London Court of International
Arbitration (UK) made up by one arbitrator.

11.3. The Parties hereto acknowledge and agree that any discrepancy and/or dispute in application of this
Agreement will be solved amicably. If it is not possible, the arbitration procedure is to be followed.

11.4. This Agreement is intended to be performed in accordance with, and only to the extent permitted by all
applicable laws of jurisdiction, ordinances, rules and regulations. If any provision of this Agreement be
considered invalid or unenforceable, then, the reminder part of this Agreement shall not be affected (if
agreeable by both Parties) and shall be enforced to the greatest extend permitted by law.

12.. PENALTY CLAUSE FOR NON-PERFORMANCE.

12.1. In the event that Party «A» fail to perform in this Agreement, once it’s being signed/sealed and the term
of validity thereof had expired and excluding any banks default or delays in processing wire transfers, the
Party «A» in Default indemnifies and guarantees to all present contractual parties a total penalty fee of
(against an official claim and invoice) 2% (two percent) of the face value of this Agreement.
PARTNERSHIP AGREEMENT

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PARTY A PARTY B
12.2. The only party allowed to make a claim under this Agreement, if any, is either Party A or Party B. And,
any claim must be first proven by the Injured-Party and invoice settled by the Party-in-Default within 10 (ten)
calendar days, or else the Injured-Party can file a legal claim against Party-in-Default in any court of
jurisdiction of their choice.

FURTHER MORE WE, THE UNDERSIGNED PARTIES, HEREBY SWEAR UNDER THE INTERNATIONAL
LAWS OF PERJURY AND FRAUD THAT THE INFORMATION PROVIDED BY US HEREIN IS ACCURATE AND
TRUE, AND BY AFFIXING OUR SIGNATURES TO THIS AGREEMENT, WE ATTEST THAT OUR RESPECTIVE
BANK-OFFICERS ARE FULLY AWARE OF, HAVE APPROVED AND ARE READY PROCEED WITH THIS
TRANSACTION.

For subsequent distribution companies will be coordinated by a separate annex to this Agreement which will
form an integral part to it.

AGREED AND SIGNED ON

FOR AND ON BEHALF OF “PARTY A” FOR AND ON BEHALF OF “PARTY B”

(SIGN & SEAL) (SIGN AND SEAL)

COMPANY: NEW WORLD GAZOIL LLC COMPANY:


SIGNATORY NAME: SERHIY YEPYSHKO SIGNATORY NAME:
APPOINTMENT: DIRECTOR APPOINTMENT:
PASSPORT NUMBER: PU 132722 PASSPORT NUMBER:
CITIZENSHIP: UKRAINE CITIZENSHIP:

PARTNERSHIP AGREEMENT

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PARTY A PARTY B
ELECTRONIC SIGNATURE

ELECTRONIC DOCUMENT TRANSMISSIONS

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORCEABLE


IN RESPECT OF ANY PROVISIONS OF THIS CONTRACT. AS APPLICABLE, THIS AGREEMENT SHALL
BE:

INCORPORATE U.S. PUBLIC LAW 106-229, ‘‘ELECTRONIC SIGNATURES IN GLOBAL & 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).

EDT DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC,


AS APPLICABLE.  EITHER PARTY MAY REQUEST HARD COPY OF ANY DOCUMENT THAT HAS
BEEN PREVIOUSLY TRANSMITTED BY ELECTRONIC MEANS PROVIDED HOWEVER, THAT ANY
SUCH REQUEST SHALL IN NO MANNER DELAY THE PARTIES FROM PERFORMING THEIR
RESPECTIVE OBLIGATIONS AND DUTIES UNDER EDT INSTRUMENTS.

COPY PASSPORT OF PARTY 'A'

PARTNERSHIP AGREEMENT

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PARTY A PARTY B
PARTNERSHIP AGREEMENT

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PARTY A PARTY B
PARTNERSHIP AGREEMENT

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PARTY A PARTY B
PARTNERSHIP AGREEMENT

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PARTY A PARTY B
COPY PASSPORT OF PARTY "B"

CERTIFICATE OF INCORPORATION OF PARTY 'B'

PARTNERSHIP AGREEMENT

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PARTY A PARTY B
*** END OF DOCUMENT ***

PARTNERSHIP AGREEMENT

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PARTY A PARTY B

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