PRIVATE CONSULTANCY SERVICES AGREEMENT
Transaction Code :
Date : 22nd October 2010.
This private Professional Services Consultancy Agreement, which is hereinafter referred to as the "CA", is made and entered into this day of 22nd October 2010 by and between:
Passport No :
Business Address :
Nationality : Indonesian.
(THE ASSET HOLDER /INVESTOR hereinafter referred to as “PARTY A”)
CONSULTANT No 1
PT. ( No. SIUP ), Jakarta-INDONESIA with its registered office located at DKI JAKARTA, with as The Authorization of
Passport No :
Nationality : Indonesia.
( The CONSULTANTS hereinafter referred to as "PARTY B");
WHEREAS, the effective date of the execution hereof, the PARTY A mutually agree to engage in and carry on the business of jointly participating in a RiskFree, Private Placement Program (PPP) with an Approved Investment Company in an Investment Trading Structure (hereinafter referred to as the "Trading PARTY"); and
WHEREAS, PARTY B has access to a group of persons involved collectively in the trading programs and hereby affirms that they have available several proprietary sources including the designated platform that is to be accessed to apply for and to open upon approval for private placement into a Trading Program; and
WHEREAS, Party A being unsolicited by the Parties has offered to collaborate with PARTY B via their appointment to represent Party A in all matters and to provide professional services and advice for the investment of designated clean and clear non-criminal funds or Bank Instruments of not less than USD $ 500.000.000…………………………………………………… located in Party A’s designated Bank Account under Safe Keeping Receipt (SKR) in UBS ZURICH……………………………………………………………… (Bank Name) into a Private Placement Investment Program through the professional services and resources of PARTY B and their associates for the express purpose of achieving Part A's investment and project funding desires as hereinafter set forth; and
WHEREAS, Party A hereby warrants and states under penalty of perjury that they have the full legal authority to invest good clean non-criminal funds or designated Bank Instruments into a Trading Program.
The PARTY A has also already established an ESCROW Bank account located at …………………………………… with bank co-ordinates stated as………………………………………… as required for the purpose of receiving the Gross Investment Profit Fund Returns or any Project Funds derived from the sources of PARTY B prior to disbursement as agreed within this Private Consultancy Agreement (hereinafter referred to as “the said bank”).
WHEREAS, Party A warrants that the funds and bank instruments that they control have on deposit are clear and clean title, is unencumbered & claim free, and free from noncriminal origin; and
WHEREAS, Party A as the investor is desirous of entering into a Investment Trading Program(s), with a designated Trading Platform through the PARTY B's proprietary channels who will legally represent, assist and advise Party A in achieving said desire; and
WHEREAS, the designated Investor does hereby agrees that for the said provision of these requested professional consultancy services and resources that the designated Investor hereby agrees to the payment of the profit-sharing percentages as stated within the briefing outline of Ten (10%) percent to the designated Consultants as the agreed consultancy fees as per this signed Consultancy Fee Agreement immediately upon receipt of the gross investment profit returns or project funds raised from the Investment Trading Program into the designated Escrow Bank Account established for this purpose and detailed below:
Please note: any further disbursement of the funds contained in the above designated Bank Account will be as per the percentages agreed and will be immediately paid under Irrevocable Standing Orders into the beneficiaries Bank Co-ordinates contained within the Private Consultancy Agreement signed between the parties on the ......................... and the Investment Trading Profit Return funds will be disbursed to the designated bank accounts as stated within this Agreement.
NOW, THEREFORE IN CONSIDERATION of the various representations, promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Investor and the Consultants hereby agree as follows:
1. PARTY B'S RESPONSIBILITIES AND DUTIES: PARTY B's responsibility is to identify, locate, introduce, whether directly or indirectly, Trading Programs acceptable to the Investor, and to make itself available for the purpose of providing advice and/or counsel to the Investor in consummating the entry of it into a designated Investment Trading Program.
PARTY B also acts as the sole legally authorized representative of Party A’s interest in this Joint Venture and shall be the main channel of all communication and dissemination of information and materials whatsoever.
2. PROPRIETARY RESOURCES: PARTY B shall not be called upon to divulge their confidential proprietary resources to Party A prior to qualification of full ￼documentation of the funds and or Bank Instruments provided by Party A to the PARTY B and the designated Investment Trading Company and associates who are responsible for the placement into an Investment Trading Program and including prior qualification acceptance and invitation of each individual Investor into an approved Trading Program.
Furthermore any personal knowledge, experience with other clients of the PARTY B shall remain private and confidential.
WIRE TRANSFER INSTRUCTIONS:
BANK ESCROW ACCOUNT TRUST AS PAYMASTER :
3. LIMITATION OF PARTY B'S LIABILITY: With regard to the services performed by the PARTY B, PARTY B shall not be liable to Party A, or to anyone who may claim any right due to any relationship with Party A, for any act or omissions in the performance of their services on the part of the PARTY B, except when said acts or omissions of the PARTY B are due to willful misconduct and gross negligence.
Furthermore, Party A shall hold the PARTY B free and harmless from any and all risks, liabilities, obligations, losses, costs, claims, lawsuits, judgments, attorney's fees, and attachments arising from, growing out of, in any way related to, or incurred as a result of any inaccurate or false documentation provided by Party A.
PARTY B may be required to approach, negotiate, verify and utilize discretely all documents provided by Party A with the Funder and/or Facilitator Program Manager and/or Banker concerned.
PARTY B’s responsibility will be to select the appropriate Trader(s) and Investment Program Platform at where the investments are to be deposited on behalf of the Investor.
4. DIRECT ASSOCIATION TO TRADER: PARTY B hereby affirms to have direct association and access to the Investment Trading Company Trader/Manager and warrants to the Investor that his confidential documents will not be shopped around and shall obtain prior agreement from the Party A if a different Trading Program is initiated.
5. Party A'S RESPONSIBILITIES & DUTIES: Party A irrevocably agrees to provide full documentation as required to the PARTY B herein for their particular investment Asset as is stringently required by the Investment Company Trader, Internal Banking Auditing Standards, Bank Trading Facilitators and Program Managers in order to qualify for entrance into an Investment Trading Program for an agreed duration from the start date of the Investment Program.
Party A hereby irrevocably agrees to the consultants being their legally authorized representative to act for and to meet with the Investment Company Trader/Program Manager to sign all the formalities required to sign the Trading or PPP Agreement once PARTY B advises Party A that everything is ready for closure.
6. LIST OF DOCUMENTATION: Party A agrees to provide two (2) sets of notarized pristine full documentation of his funds and or Bank Instruments to PARTY B and any other documentation which is stringently required by the Investment Company Trader/Program Manager, Internal Banking Auditing Standards, Bank Trading Facilitators and Program Managers in order to qualify for entrance into a RiskFree, Investment Trading Program.
Proof of Funds (Bank Statement not less than 5 days old) or Proof of Bank Instruments (Euroclear, Bloomberg, Clearstream, DTC) Letter of Intent (verbiage provided by Bank Trading Facilitator); History of Fund, Non-solicitation Statement, NCND, Party A's Passport; If Party A is a corporation, a Corporate Resolution from the board providing a designated Representative with authorization to enter a program; Formal Letter giving authorization to the Bank Trader or Program Manager and the Bank Facilitating Trading Group to verify all documentation directly with the source and utilities bills.
7. INDEPENDENT CONTRACTORS: The designated Investor understands and agrees that each Party is an independent contractor engaged in the operation of its own respective business, that neither Party shall be considered to be the agent or servant or employee of any other Party for any purpose whatsoever other than as expressly set forth herein, and that neither Party has any general authority to enter into any contract, assume Party without mutual consent.
8. EFFORT AND OUTCOME: All designated Parties shall at all material times exercise the reasonable and diligent efforts of a prudent and experienced business person in performing all services described herein.
9. GUARANTEE OF CONSULTANT FEES/COMMISSIONS: Apart from fulfilling the requirements of the Trader/Program Manager as stated in the PPP Contract or Trading Agreement, Party A hereby irrevocably guarantees with full responsibility and authority under penalty of perjury, that the designated Investor hereby agrees to the payment of profit-sharing percentages as stated within the briefing outline of Ten (10%) percent to the designated Consultants PARTY B from the proceeds of the Investment Trading Program as the payment of the agreed consultancy fees immediately upon receipt of the profits from the Investment Program into the designated Escrow Bank account established for the disbursement of the Gross Profit Funds as stated under the Irrevocable Standing Orders as issued and Confirmed by the Bank.
All the yields to be received by PARTY B in any of the subsequent Trading Programs entered by the Investor will be treated separately and shall be treated as the Investor being required to make payment of the consultant fees or commissions to PARTY B as his share of the Investment Program proceeds.
10. COMMISSIONS ASSIGNABLE: The Investors hereby agrees that the Fee Protection above is assignable and transferable to the beneficiaries, heirs or assignees upon written notice of all parties, and shall not be amended without the express written consent of all Parties hereto.
11. PAYMENT BY WIRE, TRANSFER: The Investors shall agree to pay the Paymasters of each designated PARTY By wire transfer to his designated bank account as per instructions provided, the payments shall be made without protest, delay or deductions other than Bank wire fees.
12. IF NO TRADING CONTRACT IS CONSUMMATED: If no trading contract is consummated, this fee protection agreement is null and void in its entirety.
13. NONCIRCUMVENTION, NONDISCLOSURE & CONFIDENTIALITY AGREEMENT: It is understood that the NonCircumvention, NonDisclosure and utmost Confidentiality are part of this MOA and all parties adhere to the current standards of the International Chamber of Commerce (I.C.C.) rules, Paris, France.
This payment pledge is binding on all parties and their directors, partners, associates and assignees for a period of five (5) years from the date of execution of this PCA and five (5) years additional after the last date of transaction.
14. LEGAL REMEDY FOR BREACH OF AGREEMENT: Legal remedy for breach of any of the above agreed to covenants shall be governed by the laws of the country/state/province/county of the "parties" declaring such breach.
In the event that an amicable settlement cannot be agreed to by mutual discussion, and/or arbitration by a third party., each of the "parties" subject to the declared breach shall be responsible for their own.
15. Party A warrants irrevocably and unconditionally, that PARTY B hereto are the sole legally authorized representative of the Investor Party A at the meeting with the Investment Trading Company, at which Party A is required to sign the Investment Agreements with the Trader for the initiation of the placing of their investment "FUNDS and or BANK INSTRUMENTS" into a Investment Trading Program.
16. CIRCUMVENTION: In the event of circumvention by either party, direct or indirectly, the circumvented party shall be entitled to a legal monetary compensation equal to the maximum service it should realize from such a transaction, plus any and all expenses, including any and all legal fees, that would involve the recovery of such compensation.
17. AGREEMENT BINDING: This agreement shall be LEGALLY binding upon and inure to the benefit of each of the parties' respective heirs, executors, administrators, affiliates, associates, partners, successors in interest and assigns, directors, officers, employees or agents, etc.
18. NOTICES: Any and all notices provided by one party to the other shall be addressed to the address of the respective party first set forth above. The said notice(s) may be communicated by facsimile transmission or certified mail.
19. TAXES: The parties acknowledge and agree that each as a separate entity to this Consultancy Agreement is solely responsible as may be required by applicable law for the reporting and filing of their taxes under and pursuant to the laws of any and all jurisdictions and or governments to which each party may be subject.
20. PROPRIETARY RESOURCES: Proprietary Resources refers to the Knowledge and
Important contacts owned by each Party.
It is hereby agreed that the proprietary resources provided by one Party to the other for use of this Consultancy Agreement between the parties shall remain the proprietary resources of the originating Party after the completion or termination of this CA.
The Investor and the Consultancy Group shall not be permitted to make use of any proprietary resources provided by PARTY B in any future transaction without the written agreement and inclusion of the PARTY B and payment of all agreed consultancy fees.
21. EFFECTIVE DATE OF CA: This CA shall be effective from the 22nd of OCTOBER 2010.
22. DURATION OF AGREEMENT: This CA shall remain in effect for the longer to occur: one (1) year from the entry by the Parties hereto into a Trading Program and one (1) year from the last date applicable to any renewals, reentries or extensions, etc. of by virtue of pursuant to any Trading Program.
23. CAUSE FOR TERMINATION: Either Party shall have the right to terminate.
this Agreement, prior to the expiration of the term (or any renewal term) hereof, upon the occurrence of any breach of default by the other of any of the terms or obligations under this Agreement.
24. EXPENSES OF THE CA: Party A shall be responsible for the payment of expenses for two (2) persons from PARTY B for the traveling expenses and hotel accommodation and foods and drinks to SARWAGATA to facilitate Party A entry into the designated Investment Trading Program.
25. INTEGRATED AGREEMENT: This agreement is fully integrated. It contains all prior contemporaneous written and oral statements and agreements of the parties hereto.
If any provision of this CA is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
This agreement shall not be interpreted so as to employ any presumption favoring any party hereto over the other, but shall be so interpreted as though this agreement has been drafted by each and every party herein.
26. FULL DISCLOSURE AND RECORDS: The Investor shall at all times be fully obligated to fully disclose any and all information (written and or oral) which may exist concerning any investment contract received by the Investor for a Trading Program.
27. OPPORTUNITY TO REVIEW: Each party has had the opportunity to review this Agreement and consult thereon with their respective legal advisor prior to affixing their respective signature below where provision thereof has been made.
28. NUMBER AND GENDER: When the context otherwise permits, word in any gender shall include and other gender, singular words shall include the plural and plural words shall include the singular.
29. WARRANTIES AND REPRESENTATION: Each party warrants and represents that they respectively have the full legal power and authority to enter into and execute this Consultancy Agreement, knowing that the other party, and other person and/or entities which may be correspondingly involved by virtue of this Agreement are fully relying thereon.
30. PHOTOCOPIES COUNTEREXECUTION: A copy of this Agreement, or any other documents executed and/or signed by any of the Parties hereto and sent to another Party hereto by facsimile transmission (FAX) or email carries the full force and effect as if it were the hand delivered original.
31. MODIFICATION: No amendment or variation of the terms of this CA shall be valid unless made in writing and executed by all the designated signatory parties to this Agreement.
32. CLAUSES AND/OR SECTION HEADINGS: The clause and/or section headings appearing in this CA have been inserted for the purpose of convenience and ready reference.
They do not purport to, and shall not be deemed to define, limit or extend the scope of the Intent of any clause(s) or provision(s) to which they apply or relate.
33. ENDORSEMENTS: The Parties have entered into this Consultancy Agreement in good faith and each will use its best efforts, in the full spirit of cooperation, promptly to achieve the purpose set forth.
Each Party shall negotiate in good faith with respect of any future agreement(s) by subsequent events.
THE ABOVE TERMS, CONDITIONS, FEES AND PROCEDURES ARE DETAILED IN A LANGUAGE THAT THE SIGNATORIES FULLY UNDERSTAND AND COMPREHENDS FULLY AND THAT ALL SIGNATORIES HAVE SOUGHT INDEPENDENT LEGAL ADVISE WITH REGARDS TO THE HEREIN CONTAINED LEGALLY BINDING DUTIES, RESPONSIBILITIES, OBLIGATIONS AND PAYMENTS.
WE THE DESIGNATED AND AUTHORISED SIGNATORIES OF THIS PRIVATE CONSULTANCY AGREEMENT FOR ENTRY INTO INVESTMENT TRADING DO HEREBY CONFIRM WITH FULL LEGAL, CORPORATE AUTHORITY AND RESPONSIBILITY THAT THE ABOVE TERMS, CONDITIONS, FEES AND PROCEDURES ARE FULLY ACCEPTABLE AND FULLY AGREED TO AND WILL BE COMPLIED WITH AT ALL MATERIAL TIMES THROUGHOUT THE LIFE OF THIS AGREEMENT.
IN WITNESS WHEREOF, the Parties hereto have executed and delivered these covenants by mutual agreement the day and year first written above.
Each Party signing below avows and affirms under penalty of perjury, that each has the full legal capacity and lawful authority to execute and deliver this Consultancy Agreement which binds them to the commitments and obligations contained herein.
Dated this 22nd October 2010.
AGREED AND ACCEPTED BY PARTY A:
(NAME OF CORPORATION)
DATE: 22nd October 2010
TITLE: Party A
COUNTRY OF ISSUE: Indonesia
Notary Public Signature & Stamp.
AGREED AND ACCEPTED BY THE REPRESENTATIVES OF PARTY B:
REPRESENTATIVE (PT. )
TITLE : PARTY B
DATE: 22nd October 2010
COUNTRY : Indonesia.
Notary Public Signature & Stamp.
N.B: All signatories must provide their passport copies to be attached to the agreements and also provided to the Escrow Bank Account handling bank officer as identification of the designated beneficiaries.
Passport Copies must be colour laser scan A4 size.