MEMORANDUM OF UNDERSTANDING
THIS MOU AGREEMENT IS MADE ON Friday, June 27, 2014
BETWEEN
Hereinafter referred to as “The
Party A”
NAME:
ADDRESS:
COUNTRY:
REPRESENTED
BY:
TELEPHONE:
FAX:
EMAIL:
PASSPORT
NUMBER:
PLACE
OF ISSUE:
AND
Hereinafter referred to as”
The Party B”
NAME:
ADDRESS:
REPRESENTED
BY:
COUNTRY:
PASSPORT
NUMBER:
ISSUE DATE:
EXPIRY DATE:
PLACE OF ISSUE:
WHEREAS: Party B desires to receive Bank Instruments
from Party A. Party B confirms with full corporate and legal responsibility to
accept the instrument sent to his nominated bank account by Party A and
confirms further that funds are available to fulfill the requirements for the
requested instrument.
WHEREAS: Party A desires to
transfer the aforementioned instrument to Party B. Party A represents and
warrants that it has the ability and resource to arrange through associates,
contacts and sources, with full corporate responsibility, financial instrument
in the term of assignments to be provided to Party B. Party A hereby declares
under penalty of perjury that the Instruments will be backed by cash funds that
are good, clean, clear, and free of non criminal origin, the instrument will be
free and clear of all liens, encumbrances and third party
interest.
Description of Instruments:
|
Instrument
|
MT103 CASH BACK SWIFT EURO -
ONE WAYS / TWO WAYS
|
|
|
2.
|
Total Face Value
|
500M/EURO with rolls and
extension
|
|
3.
|
Issuing Bank
|
Barclays, HSBC, Deutsche
Bank,City Bank
|
|
4.
|
Payout.
|
10% Of FACE VALUE + 2% Commission
|
|
5.
|
Delivery
|
SWIFT MT103 Wire Transfer
|
|
6.
|
Payment
|
SWIFT MT103 Wire Transfer
|
|
7.
|
Duration
of Payment
|
PAYMENT WITHIN 12
Banking days by SWIFT MT103 DELIVERY
|
PROCEDURES:
1.
Party A (The Provider) and
Party B (The Receiver) execute, sign and initial this Deed of Agreement which
thereby automatically becomes a full commercial recourse contract.
2.
Party A (Provider) will
send a SWIFT MT103 to The Receiver account within
72 hours after signing of this agreement.
3.
Party B(The Receiver) after
receiving the SWIFT MT103 will reply for the receiving confirmation of the
MT103 through the swift to Party A.
4.
Party B (The Receiver) will
then instruct his bank to release the 10% + 2% by wire transfer to Party A (The
Provider) and Intermediaries to the agreed amount within 12 Banking days. Receiver within 12 banking days of receipt of the
MT103 if he fail to release the payment to Provider, the provider bank will
issue fraud alert to the receiver bank and freeze the Receiver's account.
5.
Within 72 hours of receipt of the
Instrument confirmation in its Bank screen, Party B is expected to lodge a
formal complaint on any mistake or error on the SWIFT MT103 delivered to the attention
of Party A. If after 72 hours NO formal complaint is lodged, the instrument confirmation shall
be deemed as good, well received and accepted by Party B.
6.
Within 72 hours of the Instrument
confirmation accepted by Party B, WITHIN 12 DAY’S full Payment of 12 % of face value to
the nominated accounts on this agreement.
PARTY A: PROVIDER BANK
RECEIVING CO-ORDINATES 10% OF FACE VALUE OF MT103
|
Bank Name
|
|
|
|
Bank
Address
|
|
|
|
Bank
Officer
|
|
|
|
Secured
Tel:
|
|
|
|
TELEX
NO.
|
|
|
|
SWIFT CODE:
|
|
|
|
Acct.
Holders
|
|
|
|
Accot.
Numbers
|
|
|
|
Signatory
Name
|
|
|
PARTY B:
BENEFICIARY/RECEIVER BANK CO-ORDINATES
|
|
|
|
|
Bank Address
|
|
|
|
Bank Officer
|
|
|
|
Secured Tel:
|
|
|
|
SWIFT CODE;
|
|
|
|
Account Holder
|
|
|
|
Account Number
|
|
|
|
Signatory Name
|
|
|
NON-SOLICITATION
Party A hereby confirms and
declares that Party B, its associates or representatives or any person or
persons on its behalf has/have never ever solicited Party A, its shareholders
or associates or representatives in any way whatsoever that can be construed as
a solicitation for this transaction or for future transactions.
Any delay in or failure of
performance by either party of their respective obligations under this
agreement shall constitute a breach hereunder and will give rise to claims for
damages if, and to the extent that such delays or failures in performance are
not caused by events or circumstance beyond the control of such party.
The term “Beyond the
Control of Such Party “Include Act of War, Rebellion, Fire, Flood,
Earthquake or other natural disasters. Any other cause not within the control
of such party or which is by exercise of reasonable diligence, the party will
be unable to foresee or prevent or remedy.
ARBITRATION:
All disputes and questions
whatsoever which arises between the parties to this agreement and touching on
this agreement on the construction or application thereof or any account cost,
liability to be made hereunder or as to any act or way relating to this
agreement shall be settled by the arbitration in accordance with the
arbitration laws of the ICC.
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.
IN WITNESS WHERE OF THE PARTIES EXECUTED THIS
AGREEMENT AS OF THE DATE ABOVE WRITTEN.
SIGNED AT THIS __TH DAY
OF JUNE, 2014
FOR AND ON BEHALF OF PARTY
A:
_____________________________________
NAME:
TITLE: AUTHORIZED SIGNATORY
PASSPORT NO.:
NATIONALITY:
EXPIRY DATE:
SIGNED AT THIS __TH DAY
OF MARCH, 2013
FOR AND BEHALF OF PARTY B:
_____________________________________
NAME:
TITLE: PRESIDENT /
AUTHORIZED SIGNATORY
PASSPORT NUMBER:
ISSUING DATE:
EXPIRY DATE:
CLIENT INFORMATION
SUMMARY
In
accordance with Articles two (2) through five (5) of the Due Diligence
Convention and the Federal Banking Commission Circular of December 1998,
concerning the prevention of money laundering, and Article 305 of the Swiss
Criminal Code, the following information may be supplied to banks and/or other
financial institutions for the purpose of verification of identity and
activities of the Principal, and the nature and origin of the funds that are to
be utilized. All parties have an
obligation for professional discretion and to take all appropriate precautions
to protect the confidentiality of the information each holds in respect of the
others’ activities. This legal
obligation shall remain in full force and effect at all times.
1.
A Principal represented by:
2.
A Nationality:
b. Passport Number:
d. Date of Expiry:
e. Date of Birth:
f. Place of Birth:
g. SSN/Identity Number:
3. a. Contact Address:
b. Telephone Number:
c. Additional Tel/Number:
d. Mobile Tel/Number:
e. Facsimile Number;
f. Email
4.
a. Business Name:
b. Address:
c. Telephone Number:
d. Facsimile Number:
5.
a. Address for Mail:
b. Address for Courier:
6. A Legal Counsel Name:
c. Telephone Number:
d. Facsimile Number:/tell:
7. A Bank Name:
b. Address
c. Account Name:
d. Account Number:
e. Account Signatory:
f. Routing Number
g. SWIFT Code:
H. Bank Officer Name:
I. Bank Officer Address:
j. Bank Officer Tel. /No:
K. Bank Officer Facsimile:
8.
Amount of funds/instrument on deposit and available for this transaction
Five
hundred million euro only (€500,000,000.00 Euros) Mt103 wired attached.
9.
Affirmation
I
hereby swear under the full penalty of perjury, that the information provided
herein is both true and accurate. I am
in control of the assets stated above, and have signatory authority on the
aforementioned bank account and have full authority to execute all contracts
and agreements relating to pleading the assets for a loan. The funds are in full compliance with the
anti-money laundering policies set forth by the Financial Action Task Force
(FATF) 6/01.
Signed
this Friday, June 27, 2014
SIGNATORY………………………
Name:
Title:
Passport
Number:
Country
of Issue:
IRREVOCABLE
MASTER FEE PROTECTION AGREEMENT
& IRREVOCABLE
CORPORATE PAYMENT ORDER
Description of Instruments:
|
Instrument
|
MT103 CASH BACK SWIFT EURO -
ONE WAYS / TWO WAYS
|
|
|
2.
|
Total Face Value
|
500M/EURO with rolls and
extension
|
|
3.
|
Issuing Bank
|
Barclays, HSBC, Deutsche Bank, CitiBank
|
|
4.
|
Payout.
|
10% Of FACE VALUE + 2% Commission
|
|
5.
|
Delivery
|
SWIFT MT103 Wire Transfer
|
|
6.
|
Payment
|
SWIFT MT103 Wire Transfer
|
|
7.
|
Duration
of Payment
|
PAYMENT WITHIN 12
Banking days by SWIFT MT103 DELIVERY
|
THE PARTY PROVIDER SIDE:
TOTAL ONE PERCENT (1%) COMMISSION FEES WILL BE PAID TO THE FOLLOWINGS:
|
PAYMASTER/BENEFICIARY
|
|
|
BANK NAME
|
|
|
BANK ADDRESS
|
|
|
ACCOUNT NUMBER
|
|
|
ACCOUNT NAME
|
|
|
SWIFT CODE
|
|
|
BANK OFFICER
|
|
|
BANK TEL / FAX
|
|
|
SPECIAL WIRE INSTRUCTION
|
ALL TRANSFER INSTRUCTIONS
SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE
PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY PAYMASTER’S BANK.”
|
THE PARTY BUYER SIDE:
TOTAL ONE PERCENT (1%)
COMMISSION FEES WILL BE PAID TO THE FOLLOWING:
|
PAYMASTER/BENEFICIARY
|
|
|
BANK NAME
|
|
|
BANK ADDRESS
|
|
|
ACCOUNT NUMBER
|
|
|
ACCOUNT NAME
|
|
|
SWIFT CODE
|
|
|
BANK OFFICER
|
|
|
BANK TEL / FAX
|
|
|
SPECIAL WIRE INSTRUCTION
|
ALL TRANSFER INSTRUCTIONS
SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE
PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY PAYMASTER’S BANK.”
|
THIS AGREEMENT/IRREVOCABLE CORPORATE PAYMENT ORDER AND THE PAYMENT OF
COMMISSIONS HEREIN ARE SUBJECT TO THE INTERNATIONAL CHAMBER OF COMMERCE “ICC”
AND THE ICC ARBITRATION ACT AS ADOPTED BY THE ICC OFFICE IN HONG
KONG, BY THREE ARBITRARY APPOINTEES IN ACCORDANCE
WITH ICC RULES. ALL NC/ND CLAUSES AS PRESCRIBED
BY ICC RULES (LATEST EDITION) SHALL APPLY TO THIS AGREEMENT AND PAYMENT ORDER.
THIS AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER IS IRREVOCABLE,
DIVISIBLE, AND UNCONDITIONAL, AND MAY BE ASSIGNED ONLY BY THE BENEFICIARIES
NAMED HEREIN. THIS AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER MAY BE
EXECUTED IN ONE OR MORE COUNTERPARTS, EACH ONE SHALL BE DEEMED AN ORIGINAL AND
ALL TOGETHER SHALL CONSTITUTE ONE AND THE SAME DOCUMENT.
A SIGNED FAX OR ELECTRONICALLY TRANSMITTED COPY OF THIS DOCUMENT SHALL
BE DEEMED BINDING ON THE “PARTIES” WITH THE FORCE AS THE SIGNED ORIGINAL. THE
AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER IS VALID WHEN COMMENCEMENT OF
THE ABOVE-REFERENCED TRANSACTION TAKES PLACE AND SHALL REMAIN VALID AND
ENFORCEABLE FOR THE FULL TERMS OF THE TRANSACTION, INCLUDING ANY NEW AGREEMENT
BETWEEN THE PARTIES AND/OR THEIR ASSIGNS.
THE BENEFICIARIES RESERVE THE RIGHT TO CHANGE THE BANK COORDINATES STATED
HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE PARTY B/PAYER.
UPON EXECUTION OF THE AGREEMENT AND THE FINAL AGREEMENT AND PRIOR TO, OR
SIMULTANEOUSLY WITH THE FIRST TRANSACTION, WE GUARANTEE THAT THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER
WILL BE LODGED WITH THE PARTY B/PAYER’S BANK.
THE PARTY
B/PAYER’S BANK SHALL PROVIDE THE BENEFICIARIES,
BY E-MAILS OR BY TELE/FAX WITH COPIES OF THE SWIFT RELATED TO ALL PAYMENT
INSTRUCTIONS UPON THE CLOSING OF EACH AND EVERY TRANSACTION OF THE ABOVE
TRANSACTION.
THE PARTY
B/PAYER’S PAYING BANK DETAILS:
|
BANK NAME
|
|
|
BANK ADDRESS
|
|
|
ACCOUNT NUMBER
|
|
|
ACCOUNT NAME
|
|
|
SWIFT CODE
|
|
|
BANK OFFICER
|
|
|
BANK TELEPHONE
|
|
|
BANK FAX
|
|
|
BANK E-MAIL
|
|
IN THE EVENT THAT THE
TRANSACTION WAS NOT PERFORMED OR ONLY PERFORMED IN PART, THE PAYMASTERS
/ BENEFICIARIES LISTED
ABOVE SHALL NOT HOLD THE UNDERSIGNED PAYER RESPONSIBLE FOR ANY EXPENSES,
CHARGES AND/OR COST, OR HOLD THE PAYER LIABLE FOR ANY CIVIL AND CRIMINAL
ACTIONS. THE UNPERFORMED PART OF THIS IRREVOCABLE MASTER FEE PROTECTION
AGREEMENT WILL THEREFORE AUTOMATICALLY BECOME NULL AND VOID.
THIS AGREEMENT - PAY ORDER
SHALL BE LODGED IN OUR BANK AND A COPY FROM THAT BANK WILL BE FORWARDED TO ALL
BENEFICIARIES.
WE AGREE TO THE ABOVE IRREVOCABLE FEE
PROTECTION AGREEMENT IN ITS ENTIRETY.
SIGNED AT THIS
__TH DAY OF JAN, 2013
FOR AND BEHALF OF PARTY BUYER:
_____________________________________ (CORPORATE SEAL)
NAME:
TITLE:
PASSPORT NUMBER:
ISSUING DATE:
EXPIRY DATE:
WE ACKNOWLEDGED THE ABOVE IRREVOCABLE FEE PROTECTION AGREEMENT IN ITS
ENTIRETY.
SIGNED AT THIS
__TH DAY OF JUNE, 2014
FOR AND ON BEHALF OF PARTY PROVIDER:
_____________________________________ (CORPORATE SEAL)
NAME:
TITLE:
PASSPORT NUMBER:
ISSUING DATE:
EXPIRY DATE:
--------------------------------------------
Instance Type and Transmission -------------------------------
Original Received From SWIFT
Priority
Message Output Reference
Correspondent Input Reference
-----------------------------------------------------
Message Header ------------------------------------------------------
Swift Output :
Sender :
Receiver : KOEXKRSE
KOREA
EXCHANGE BANK
137 - 070 405
GANGNAM DAERO SEOCHO-GU SEOUL SOUTH KOREA
Account Number :
650-009467-280
-----------------------------------------------------------MessageText------------------------------------------------------
20:
Sender reference :
23B
Bank Operation Code :
32A
Value Date/Currency :
50A
Ordering Customer :
59A Beneficiary Customer :
71A
Details of Charges :
72 As per instruction of our client,
………………………, we, xxxxxxxxxxx, hereby present our irrevocable conditional payment
undertaking to pay in your favor for the account of xxxxxxxxxxxxxx with account no. XXXXXXXXXXXXX in the amount
of EURO50, 000,000, (Fifty Million Euros ONLY) within Five (5) banking days
upon receipt and satisfactory verification, authentication and validation by us
of the MT103 issued by ______ Bank
favoring …
The instrument shall be irrevocable,
unconditional, transferable, assignable, divisible and fully guaranteed by the
issuing bank.
We hereby confirm that the funds for
payment are good, clean and clear of non-criminal origin and from legal source.
In the event that the said Bank
Instrument is not delivered within Five (05) banking days after issue date of
this SWIFT and or it is issued in the format not acceptable to us and or it
cannot be successfully verified, authenticated and validated by us, this irrevocable
conditional undertaking shall be terminated and become void and null
immediately and without prior notification to you.
This conditional irrevocable payment
undertaking is valid for thirty (30) international banking days since issue
date and can be confirmed only on a bank to bank basis.
This is an operative bank instrument
and is subject to the uniform commercial code as it relates to bank credit
instrument.
Please advise receiving bank according
to the beneficiary’s instructions to do the transfer this conditional
irrevocable payment undertaking.
For and on behalf of (Buyer's Bank)
Bank Officer #1
Bank officer
SWIFT MT103 VERBIAGE
========================================================================
Ref:
TRANSACTION
CODE:
(TRN):
CMK.
COUNTRY / DATE
OF ISSUE;
FROM
BANK NAME:
BANK ADDRESS:
BANK OFFICER
NAME:
TITLE BANK
OFFICER:
ACCOUNT NAME:
SWIFT CODE:
TELEX:
KEY NO:
TO:
BANK
NAME:
BANK
ADDRESS:
TELEX
NO:
ACCOUNT NAME:
ACCOUNT
NO:
BANK
OFFICER:
Bank Phone
Nr:
Bank Fax
Nr:
===========================================================================
ORDERING CUSTOMER
MESSAGE:
WE,--------------
WITH FULL BANKING RESPONSIBILITY HERE BY PRESENT OUR UNCONDATIONAL ,
IRREVOCABLE , ASSIGNABLE , TRANSFERABLE CASHED BACKED SWIFT -103 ( CASH
TRANSFER IN FAVOUR OF --------- WITH ACCOUNT NO:---------------------
CASH FUND AMOUNT EURO FIVE HUNDRED
MILLION( FIVE HUNDRED MILLION EURO ) IN THE LAWFUL CURRENCY OF EUROPEAN UNION.
WE HERE BY CONFIRM THAT THE CASH FUNDS TO THE BEST OF OUR KNOWLEDGE ARE
GOOD, CLEAN, CLEARED FUNDS, OF LEGAL ORIGIN WHICH ARE FREE OF ANY, AND ALL, LIENS
AND ENCUMBRANCES AND RULES OF
FULL DISCLOSURE HAS BEEN ESTABLISHED THAT SUCH FUND WERW LEGELLY OBTAINED FROM
NON CRIMINAL BUSSINESS ACTIVITIES THIS IRREVOCABLE.
THIS
IRREVOVABLE SWIFT WIRE TRANSFER IS BINDING FULLY PERFORMED DUE BILL AND
IMMEDIATELY FOR CASH PAYMENT, WE CONFORM THAT THE PAYMENT SHOULLD BE RELESED TO
ACCOUNT NUMBER--------------------------FOR THE INVESTMENT
THIS
UNDCONDATIONAL IRREVOVABLE ASSIGNABLE, TRANSFERABLE AND CALLABLE SWIFT MT103
WIRE TRANSFER IS VALID FOR SAME DAY THE DAY OF RECEIPT.
THIS IS AN
OPRATIVE INSTRUMENT FOR AND ON BEHALF OF -------------------------------
SUBJECT TO INTERNATIONAL REMITTANCE REGULATION OF THE ------- ------------
SUBJECT TO EXTERNAL BANK ACCOUNT PAYMENT BENEFICIARY OF TRANSFER FUND OF
EURO 500,000,000.00 ( FIVE HUNDRED MILLION EUR ONLY )
FOR AND ON
BEHALF OF -------------
AUTHORISED OFFICER
AUTHORISED OFFICER
RECEIVER PASSPORT COPY
PROVIDER PASSPORT COPY
CORPORATE RESOLUTION
MT103
ONE-WAY / TWO-WAY Private Placement Transaction.
THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF XXXXXXXXXXXXXXXXXXXXXXXXXXXXHAVING IT’S
ADDRESS AT XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX, [HEREAFTER “COMPANY”] ATTENDED A BOARD OF DIRECTORS MEETING WHICH
WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON _________, AT THE COMPANY’S
ABOVE REFERENCED ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN
THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WIT:
RESOLVED: THAT MR.
XXXXXXXXXXXXXXXXXXXXXXXXXXX, with
XXXXXXXXXX PASSPORT NUMBER XXXXXXXXXXXXX,
SHALL BE AND HEREBY IS APPOINTED TO SERVICE AS DIRECTOR OF FINANCE OF
THE COMPANY FULLY AUTHORIZED TO ACT INDIVIDUALLY AS THE SOLE REPRESENTATIVE OF
THE COMPANY TO EXECUTE ALL NECESSARY DOCUMENTS ON BEHALF OF THE COMPANY IN
CONNECTION WITH a BG/SBLC transaction, AND TO EFFECT THE OPENING AND OPERATION
OF BANK ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THE COMPANY AT ANY BANK
[S] HE SHALL SELECT, AND BE A SIGNATORY THEREON, TO ACCEPT AND DISBURSE FUNDS
THERE FROM, AT HIS DISCRETION AND DETERMINATION, AND TO EXECUTE INVESTMENT OR
DEPOSIT CONTRACTS WITH HIS SELECTED SOURCES AND BANKS WITH RESPECT TO THE
COMPANY’S DEPOSITS THEREIN, AT HIS DISCRETION, FOR AND IN THE BEST INTEREST OF THE
COMPANY.
FURTHER RESOLVED: THAT
XXXXXXXXXXXXXXXXXXXXXXXXXXX,
SECRETARY OF THE COMPANY, BE AND HEREBY IS AUTHORIZED AND DIRECTED TO CERTIFY
THAT THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF ARE IN CONFORMITY
WITH THE CHARTER, BYLAWS AND ARTICLES OF INCORPORATION OF THE COMPANY, AND THAT
THE FOREGOING RESOLUTION AND THE AUTHORITY THEREBY CONVEYED SHALL REMAIN IN
FULL FORCE AND EFFECT UNTIL THE PURPOSE SET FORTH HEREIN ARE ACCOMPLISHED.
IT IS FURTHER CERTIFIED THAT THE FOREGOING RESOLUTIONS HAVE NEVER
BEEN ABOVE NAMED DIRECTOR OF THE COMPANY HAS BEEN DULY ELECTED AND APPOINTED TO
HOLD OFFICE AND IS PRESENTLY HOLDING OFFICE AND IS EMPOWERED TO ACT FOR AND ON
BEHALF OF THE COMPANY, AND THAT THIS CORPORATE RESOLUTION’S FAX OR PHOTOCOPIES
SHALL BE OF EQUAL VALUE TO THEIR ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY
EVERYONE, FOR ALL PURPOSES, EVERYWHERE.
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF
THE COMPANY IN CERTIFICATION OF THE ABOVE RESOLUTIONS & PROVISIONS ON THIS
__________ DAY OF xxxxxxxOF 2013.
________________________________ <SEAL>
Print Name:
Title:
Company:
Passport No:
Date of issue:
Country of issue:
NON-CIRCUMVENTION AND
NON-DISCLOSURE
ALL PARTIES DO HEREIN AGREE THAT THE NON-CIRCUMVENTION AND
NON-DICLOSURE RULES (NCND) OF ALL ISSUES FROM THE ICC 500 APPLY TO THIS
TRANSACTION FOR A PERIOD OF FIVE (5) YEARS FROM DATE OF EXECUTION OF THIS
AGREEMENT BY THE UNDERSIGNED, HIS OR HER ASSIGNS, AGENTS AND/OR HEIRS. THIS
NCND ALSO APPLIES TO ANY AND ALL OTHER TRANSACTIONS DIRECT OR INDIRECT
INITIATED BY THESE INTERMEDIARIES.
THE UNDERSIGNED AGREES THAT THIS FEE PROTECTION IS ASSIGNABLE AND
TRANSFERABLE TO THE BENEFICIARIES, DESIGNS, HEIRS AND ASSIGNS UPON WRITTEN
NOTICE OF ALL PARTIES, AND SHALL NOT BE AMENDED WITHOUT THE EXPRESS WRITTEN
CONCENT OF THE PARTIES. IF NO CONTRACT IS COMSUMMATED, THIS FEE PROTECTION
AGREEMENT IS NULL AND VOID IN ITS ENTIRETY.
ALL DISCLOSED BANKING INFORMATION SHALL BE STRICTLY CONFIDENTIAL.
NO COMMUNICATION BETWEEN BANKING OFFICERS.
OTHER THAN TRANSMISSION BY SWIFT WIRE TRANFER
AND ANY OTHER TRANSMISSION SPECIFICALLY AUTHORIZED BY THE BENEFICIARIES, IS
PERMITTED. ALL COMMUNICATION SHALL CLEARLY REFERENCE THE TRANSACTION CODE, THE
LESSOR’S CODE AND THE LESSEE’S CODE REFERRED TO HEREIN.
SHOULD A CONTRACT BE SIGNED BETWEEN THE SELLER AND BUYER, A BANK
ENDORSED CORPORATE PAY ORDER WILL BE ISSSUED TO THE PAYMASTER OF EACH GROUP,
FOLLOWED BY A SWIFT WIRE TRANSFER TO THE PAYMASTER’S ACCOUNT, WHEN PAYMENT FOR
THE BANK INSTRUMENT IS COMPLETED. AN
EXECUTED FACSIMILE OR EMAIL COPY SHALL BE DEEMED TO BE AS AN ORIGINAL.
AGREED AND ACCEPTED BY BUYER: < Seal >
______________________________
Authorized
Signature,
Print
Name:
Title: Chairman & CEO
Company:
Passport
No:
Country
of issue:
Date
of Issue:
NON – SOLICITATION
STATEMENT
Date:
Lessee code:
To:
Lessor
I, XXXXXXXXXXX, with
XXXXXXXXXXXXX Passport Number XXXXXXXXX, as authorized signatory for
XXXXXXXXXXXXXXX, do hereby confirm
that I have requested your organization to provide our LOI/Contract dated xxxxx, with Transaction Code: ___________ and
to provide me with specific confidential information and documentation
regarding the currently available for purchase – prime bank guarantee/s (also
referred to as BG ).
I further confirm that I have requested such information to serve only
my interests and purposes and the information shall not be for further
distribution. I hereby agree to keep all information I receive from your
organization strictly confidential, and I shall not disclose it to any third
party.
I hereby declare that I am fully aware that the information you have
or will give me is in direct response to my request, and that it should not in
any way be considered or intended to be a solicitation of funds of any sort, or
any type of offering. I hereby confirm
that the information is intended for my general knowledge only and that I
consider myself an experienced and sophisticated investor. I hereby affirm, under penalty of perjury,
declare that I have requested all information from you and your organization of
my choice and free will, and further that your organization has not solicited
me in anyway.
I understand that the contemplated transaction is strictly one of
private commercial investment transaction and in no way does it rely upon or
relate to the United States Securities Act 1933, as amended, or related
regulations in the USA, its jurisdictions or other nations similar securities
laws and regulations. I agree that this
private commercial investment transaction is exempt from the aforementioned
securities act and it is not intended for the general public with all
documentation being for private use only.
Signed this ___th day of xxxx, 2013
|
Name of Signatory
|
:
|
|
|
Title
|
:
|
|
|
Passport Number
|
:
|
|
|
Country
|
:
|
|
|
Date of Passport Issue
xxx
|
:
|
|
CERTIFICATE OF
INCORPORATION OF PARTY B
