4.2. Within 24 hours after payments under investment projects invoices are completed in full, receiving bank deposites remaining 35% of total funds face value into CTBA to distribute and pay out as the IMFPA. 5. Termsa. Because of the highly confidential and proprietary nature of the funding, management and investment processes, and entities involved, and the terms of this Agreement shall be ongoing. b. If any Party wishes to amend this agreement or terminate it, it shall be done in writing with ten (10) working days notice and will incorporate all the normal various considerations in Confidentiality and Non-Circumvention. c. Unless otherwise stated, this agreement will be an integral part on the basis of a permanent partnership that is automatically renewed with each transaction.d. The agreement is enforceable under the laws of Switzerland and/or international law.e. This transaction is conducted between the parties and shall not be interpreted or described in the United States securities act of 1934 and updates, as amendment, or by the laws of any other country. f. All parties agree that signing facsimiles of this agreement are deemed as legally binding as delivered originals. However at later stage the parties can exchange counter signed hard copies. 6. Bankinga) The banking coordinates of the Parties shall be provided in this Agreement, it is required for uploading in the sender system for crediting bank account of the RECEIVER. b) THE RECEIVER agrees to assist in the establishment of new bank accounts and/or banking services that might be applicable or necessary in regards to this particular transaction.THE RECEIVER must stay in the bank during the downloading transaction and has to keep THE PROVIDER informed about the status of the process. 7. TaxesEach Party shall bear all statutory tax obligations arising from its status as a tax obligor under relevant tax laws and regulations. Each Party shall be individually and separately responsible for any expenses arising from performing such duties.8. Representations, Warranties and CommitmentsEach Party in this Agreement makes the following representations, warranties and commitments to the other Party: a) Each Party has full rights and authorization, including but not limited to approval, to enter into this Agreement. b) The provisions of this agreement shall survive the termination or expiration of this agreement and continue to apply and be binding upon the parties. c) All statements made herein are under penalty of perjury.9. Force Majeure a) If any Party fails to perform in whole or in part of its duties under this Agreement due to an event of force majeure, the performance of such duties shall be suspended during the period of such event of force majeure.b) A Party that claims that it has been affected by an event of force majeure shall notify the other Party of such an event of force majeure in writing in the shortest period possible, and shall provide appropriate evidence of the existence and period of the event of force majeure to the other party within ten (10) working days after its occurrence. A Party that claims that the performance of this Agreement is objectively impossible and impractical due to such an event of force majeure shall take any reasonable measures to lessen the losses caused by such an event of force majeure. c) When the event of force majeure occurs, the Parties shall consult with each other regarding the performance of this Agreement. Once the event of force majeure or its effects ceases, all Parties shall immediately resume the performance of their respective obligations herein.d) An event of force majeure refers to any circumstance that cannot be reasonably controlled, predicted, avoided or overcome, and occurs after the execution of this Agreement, which makes the performance of this Agreement in whole or in part impossible or impracticable as a matter of fact, including but not limited to any situation where performance is impossible without unreasonable expenditure. Such circumstances include but are not limited to floods, fires, droughts, typhoons, earthquakes, and other acts of God, traffic accidents, strikes, riots, turmoil and wars (declared or not) and any act or omission of a governmental authority.
e) Force majeure: not withstanding anything herein to the contrary, neither party hereto shall be deemed to be in default with respect to the performance of the terms, covenants and conditions of this agreement if the same shall be due to any strike, lock-out, civil commotion, invasion, rebellion, hostilities, sabotage, governmental regulations or controls, or acts of God.
10. Confidentiality
a) In the absence of the advance written consent by the other Party, no Party may provide or disclose to other companies, enterprises, institutes or persons any materials or information relating to the business of the other party unless the laws or relevant regulatory authorities otherwise provide, or unless such disclosure is necessary to satisfy the legal requirements in regard to information disclosure by listed companies.
b) This Agreement operates under the strictest applications of the normal terms and conditions of Confidentiality, Non-Disclosure and Non-Circumvention as used in standard business practice and ethical behavior in this industry and as such maximum care and consideration for the other Party shall be manifested at all times by the other Party in the carrying out of its respective duties and responsibilities in association with this Joint Venture.
11. Non-waiver
Unless otherwise provided by law, no failure to exercise and no delay in exercising any right, power, or privilege hereunder shall constitute a waiver of such right, power or privilege; nor shall any single or partial exercise of any right, power, or privilege preclude the exercise of any other rights, powers or privileges. No provision of this agreement shall
be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. a waiver of a provision or a consent to a breach of this agreement, whether express or implied, shall not constitute or be construed as a waiver of, consent to or excuse for any further breach of the same or any other provision.
12. Notices
a) All notices relating to the Agreement shall be in writing and shall be delivered by overnight courier, fax or email. Notices delivered by overnight courier shall take effect upon delivery. Notices sent by fax shall take effect upon successful transmission, provided that a fax confirmation report produced by the fax machine showing the successful transmission of the notice is provided by the sending party. Notices sent by mail shall take effect on the third (3rd) day after having been posted (if the last day is a Sunday, or statutory holiday, such day shall be the next working day). Notices sent by email shall take effect immediately after one day.
13. Governing Law and Dispute Resolution
a) This agreement shall be governed by, and interpreted and construed in accordance with the laws of Switzerland.
b) Any disputes arising from and related to this Agreement shall be settled by all Parties through friendly negotiations. If a dispute cannot be resolved through friendly negotiations within ninety (90) days, any Party may submit such a dispute for arbitration in accordance with arbitration rules of Switzerland. The arbitration award shall be final and binding on all Parties.
14. Effectiveness, Copies and Modifications
This Agreement shall come into effect when it is signed and sealed by the authorized representatives of both parties on August 6, 2015.
This Agreement is executed electronically and is deemed to have the same legal effect as if in hard copy format.
a) The modification of this Agreement can only be made pursuant to a written agreement duly executed by the authorized representatives of all Parties and upon the approval of all Parties after the appropriate actions of their legal representatives.
b) It is agreed that this facsimile agreement document and any other necessary documents, duly signed by both parties are deemed effective and legally binding as a delivered original. This agreement may be signed in several copies, each of which shall be deemed an original and may be transmitted by facsimile.
c) This agreement shall endure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.
15. Entire Agreement:
a) The above declarations comprise the entire agreement;
c) This Agreement shall not be altered or amended unless ALL PARTIES hereto consent, in writing, to such alterations or amendments;
This agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter herein as of its date, and supersedes all prior proposals, agreements, understandings, representations, warranties, negotiations, discussions and communications, whether oral or written, and whether express or implied, between the parties with respect to the subject matter of this agreement, except to the extent as expressly provided herein.
16. NON-PERFORMANCE
This JVA shall be respected and honored at all times in accordance with the latest ICC Rules of the NCND ACT.
Each of the parties agree and understand that any overt or covert action of circumvention prescribed by this commitment shall be a fraudulent act against the other party and will be subject to a penalty of 2 % of the face value of this JVAagreement transaction to the innocent and aggrieved party.
IN WITNESS WHEREOF,
the Parties hereto have executed this Agreement on the dateAugust 6, 2015first above written, providing each Party only one (1) original copy thereof.
For andorbehalfof ThePROVIDERForand or beh
đang được dịch, vui lòng đợi..
