ON THIS DATE, FRIDAY THE 19TH OF MAY 2014 THE FOLLOWING PARTIES REACHED A LEGALLY BINDING JOINT VENTURE INVESTMENT AGREEMENT STATING AS FOLLOWS; PROVIDER PARTY:NAME: MR. LOW KOCK PHEOW ADDRESS: NO 9 JALAN US J11/3M, UEP 47620 SUBANG, JAYA SELANGOR, MALAYSIA MALAYSIA PASSPORT NO: A29006521DATE OF ISSUE: 09 APRIL 2013IRREVOCABLE MASTER FEE PROTECTION AND PAY ORDER AGREEMENTTHIS AGREEMENT IS AN IRREVOCABLE MASTER FEE PROTECTION AND PAY ORDER AGREEMENT IS EXECUTED ON THIS DAY: 19TH AND MONTH: MAY AND YEAR: 2014 UNDER THIS JOINT VENTURE INVESTMENT AGREEMENT AS DESCRIBED BELOW:DESCRIPTION:1. INSTRUMENTS: PAY ORDERS(IN ACCORDANCE WITH UNICITRAL CONVENTION 1988)2. CURRENCY: EUROPEAN CURRENCIES (EUROS)3. MENU: BEDFORD INTERNATIONAL FINANCIAL CORPORATION4. CONTRACT: EURO 100 TRILLION (EURO: ONE HUNDRED TRILLIONS ONLY) 5. FIRST PACKAGE: EURO 10T DENO. X 5 PIECES 6. SECOND PACKAGE: EURO 10T DENO. X 5 PIECES7. COMMISSION: TWO (2%) PERCENT - ONE (1%) PERCENT EACH SIDE/CONSULTANT)8. SAFE KEEPING: WITH THE BENEFICIARY’S BANK, HANOI, VIETNAM9. PAYMENT METHOD ORIGINAL COPY OF THE PAY ORDERS AGAINST CASH FUND10. BENEFICIARY: 1)2)3)4)IN THE ABOVE MENTIONED TRANSACTION AND IN ANY AND ALL TRANSACTIONS BETWEEN THE REFERENCED PRINCIPALS, INVOLVING ANY EXCHANGE OF FUNDS FOR PAY ORDERS, THE FOLLOWING WILL SET OUT THE PROTECTION OF FEES SHOULD THE AGREEMENT BE EXECUTED AND CONSUMMATED UNDER THE TERMS AND CONDITIONS MUTUALLY AGREED UPON BY THE REFERENCED PRINCIPALS.I, LOW KOCK PHEOW, HOLDER OF MALAYSIA PASSPORT NO. A29006521, ISSUED IN 09 APR, 2013. THE UNDERSIGNED, ACTING IN TRUST AND AS THE PARTY A-PAYOR-GUARANTOR PAYING ALL FEES OUTLINED HEREIN, IRREVOCABLY AND WITH FULL CORPORATE AUTHORITY AND LEGAL RESPONSIBILITY UNDER FULL PENALTY OF PERJURY, HEREBY, AGREE AND GUARANTEE TO PROTECT, AND IMMEDIATELY CAUSE TO PAY, TO THE BANKING COORDINATES PROVIDED BY THE BENEFICIARIES, THE TOTAL FEE AMOUNT OF TWO PERCENT (2%) IN EURO (€) PER EACH PACKAGE DELIVERED OF THE TOTAL AGREEMENT AMOUNT TO BE PAID AND DIVIDED AS AGREED HEREIN AND, TO BE PAID TO EACH OF THE CONSULTANTS INVOLVED IN THIS TRANSACTION AND, THE DISBURSEMENT OF CONSULTING FEES AND COMMISSIONS ARE TO BE MADE IMMEDIATELY UPON CLOSING OF EACH PACKAGE DELIVERED, WITHOUT ANY PROTESTS, RESTRICTIONS, DEDUCTIONS, IMPOSTS OR TAXES IMPOSED, OR IMPEDIMENT, DELAYS OF ANY KIND OR NATURE WHATSOEVER OF ALL QUANTITIES AND PACKAGE SCHEDULED TO BE DELIVERED AND PAID BY THE PAYOR-GUARANTOR OF THE CONSULTING FEES AND COMMISSIONS TO THE DESIGNATED PAYMASTERS.FURTHERMORE, THE DELIVERY OF THESE FUNDS IS GUARANTEED WITH FULL PERSONAL AUTHORITY AND RESPONSIBILITY AS GOOD, CLEAN, CLEAR FUNDS OF NON-CRIMINAL ORIGIN AND WITHOUT ANY LIENS AND ENCUMBRANCES.WE, THE UNDERSIGNED HEREWITH IRREVOCABLY AGREE THAT THIS ORDER OF PAYMENT IS IRREVOCABLE, UNCONDITIONAL, CONFIRMED AND NOT RETRACTABLE AND THAT ALL PAYMENTS SHALL BE MADE IMMEDIATELY BY CASH SWIFT WIRE TRANSFER IN EURO (€) PACKAGE TRANSACTED OF PRINCIPAL SUMS UPON CLOSING OF THE PACKAGE WITHOUT PROTESTS, DELAYS AND DEDUCTIONS TO THE HEREAFTER LISTED BENEFICIARIES. THESE CONSULTING FEES AND OR COMMISSIONS WILL BE PAID REGARDLESS WHETHER THE BANKS OR TRANSACTIONS CODES ARE CHANGED. THE SAME PROPERTY RIGHTS OF INTRODUCTION OF SOURCES AND OF BUSINESS CONNECTION WILL BE UPHELD AND HONORED AS PER CONTRACT.WE, THE UNDERSIGNED HEREWITH IRREVOCABLY AGREE TO PLACE THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT WITH IN FULL FORCE WITH OUR BANK, COORDINATES OF WHICH ARE LISTED HEREWITH FOR THE PURPOSE OF PAYMENT TO THE HEREIN MENTIONED BENEFICIARIES.THIS TRANSMISSION VIA FACSIMILE OR E-MAIL WILL BE ACCEPTED AS AN ORIGINAL AND THE GUARANTOR-PAYOR-BUYER CONFIRMS THAT HE HAS THE FUNDS AND THE LEGAL AUTHORITY TO EXECUTE THIS PAY ORDER. All WIRE TRANSFERS NEED TO READ:“URGENT SWIFT WIRE - IMMEDIATE CREDIT – SAME DAY VALUE” SPECIAL SWIFT WIRE TRANSFER INSTRUCTIONS FOR ALL PAYMENTS SHALL STATE: (A) URGENT SWIFT WIRE TRANSFER AND IMMEDIATE CREDIT WITH SAME DAY VALUE. (B) BANK’S PRE-ADVISE SWIFT PRIOR TO EACH WIRE TRANSFER: “THE REMITTER IS KNOWN TO US; THIS SWIFT WIRE IS DONE WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF FUNDS SENT TO US; FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN, WITHOUT ANY LIENS AND ENCUMBRANCES AND ARE EARNED FROM CONSULTING SERVICES PROVIDED TO COMMERCIAL ENTERPRISES AND ARE PAYABLE IMMEDIATELY UPON RECEIPT BY BENEFICIARY'S BANK".GUARANTOR-PAYOR-BUYER ASSURES TO HAVE SWIFT PRE-ADVISE SENT TO EACH PAYMASTER’S BANK LISTED HEREIN, PRIOR TO OR SIMULTANEOUSLY WITH ANY FUNDS TRANSFER, AND GUARANTEES THAT THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER WILL BE LODGED WITH HIS BANK GUARANTEES PAYING BANK. BANK ENDORSEMENT / RECEIPT OF DEPOSIT:WE HEREBY ACKNOWLEDGE AND CONFIRM THIS PAYMENT AGREEMENT / PAY ORDER DOCUMENT IS LODGED IN OUR BANKS AND THE FEES ARE TO BE PAID AS PER INSTRUCTIONS, UPON COMMENCEMENT OF THIS TRANSACTION.THIS PAY ORDER IS ENDORSED BY THE BANK OFFICER UPON COMMENCEMENT OF PACKAGE. A COPY OF SUCH ENDORSEMENT SHALL BE FORWARDED TO THE BENEFICIARIES.PAYOR-GUARANTOR-PARTY A’S BANKING COORDINATES: BANK NAME INTERNATIONAL PUBLIC BENEFIT BANK, HANOIBANK ADDRESS VILLA HO TAY, HANOI, VIETNAMSWIFT CODE IPBVNVXXXXTELEPHONE ACCOUNT NAME ACCOUNT NUMBER BANK OFFICER WE RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANYTIME BY PROVIDING WRITTEN REQUEST TO THE UNDERSIGNED, THE RECEIVING BANK IS DIFFERENT TO SENDING BANK. (IT’S OUR BANK REGULATIONS AND PROCEDURE).WE, THE UNDERSIGNED HEREWITH IRREVOCABLY AGREE THAT THE LISTED BENEFICIARIES IN THIS AGREEMENT DO NOT ASSUME ANY RESPONSIBILITY FOR THE ABOVE NAMED TRANSACTION AND THAT THEY CANNOT BE HELD LIABLE FOR ANY REASON WHATSOEVER, EXCEPT FOR THE NON-CIRCUMVENTION AND NON-DISCLOSURE (N.C.N.D) VIOLATIONS.
WE, THE UNDERSIGNED HEREWITH IRREVOCABLY AGREE THAT ALL RULES AND REGULATIONS OF I.C.C. 400/500/600 REGARDING CONFIDENTIALITY, NON-CIRCUMVENTION AND NON-DISCLOSURE APPLIES TO ALL PARTIES OF THE AGREEMENT AND THE SAID RULES AND REGULATIONS SHALL:
REMAIN IN FULL FORCE FOR A PERIOD OF FIVE (5) YEARS FROM THE DATE OF THIS AGREEMENT, WITH EXTENSIONS TO BE AGREED UPON.
WE, THE UNDERSIGNED HEREWITH IRREVOCABLY AGREE THAT I.C.C. RULES AND REGULATIONS SHALL GOVERN THIS AGREEMENT AND THAT ALL ENTITLEMENTS UNDER THIS PAY-ORDER SHALL INCLUDE THE ENTIRE TRANSACTION NAMES HEREIN AND ANY FURTHER EXTENSIONS, ROLLOVERS OR NEGOTIATED TRANSACTIONS LEADING TO NEW CONTRACTS UNDER NEW TRANSACTION CODES BETWEEN PARTY A AND PARTY B
.MY SIGNATURE ON THIS PAY ORDER AGREEMENT WILL MAKE THIS AGREEMENT VALID AND ENFORCEABLE , AND IT WILL REMAIN VALID IN THE EVENT THAT THE CODE(S) ARE CHANGED OR SUBSTITUTED, OR SOME TERMS OR CONDITIONS OF THIS AGREEMENT ARE CHANGED BY ANYONE.
THIS PAY ORDER AGREEMENT WILL APPLY TO ANY ROLLOVERS, EXTENSIONS, OR ANY NEW CONTRACT AND AGREEMENT BETWEEN PARYTY A AND PARTY B, THEIR EMPLOYEES, ASSOCIATES, AGENTS, CONSULTANTS, TRANSFEREES AND/OR DESIGNEES FOR A PERIOD OF FIVE (5) YEARS.
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED UNDER THE APPLICABLE LAWS AND REGULATIONS OF THE COUNTRY AND STATE WHERE THE RESPECTIVE PARTIES RESIDE AND THE RULES AND REGULATIONS OF THE I.C.C. PARIS, FRANCE.
EACH PARTY AGREES TO PARTICIPATE IN GOOD FAITH NEGOTIATIONS TOWARDS RESOLUTION OF ANY DISPUTE, CLAIM, CONTROVERSY OR OTHER MATTER. EACH PARTY AGREES THAT IF A MATTER IS NOT RESOLVED WITHIN 30 CALENDAR DAYS BY THE PARTIES THEMSELVES, IT SHALL BE SUBMITTED FOR SETTLEMENT BY BINDING
ARBITRATION IN ACCORDANCE WITH THE NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT RULES AND REGULATIONS OF ALL ISSUES FROM THE I.C.C. PARIS, LATEST EDITION.
THE ARBITRATION WILL COMPLY WITH AND BE GOVERNED BY THE RECONCILATION AND ARBITRATION RULES OF THE I.C.C.FOR COMPLEX ARBITRATION, IN A VENUE CHOSED BY THE PLAINTIFF PARTY WHERE THE I.C.C. MAINTAINS A DIVISION FOR HEARING COMPLEX ARBITRATION.
THE PARTIES AGREE TO BE BOUND AND ABIDE BY THE NON-CIRCUMVENTION/NON-DISCLOSURE RULES OF ALL ISSUES FROM THE I.C.C. PARIS, FRANCE, THE LATEST EDITION SHALL APPLY TO THIS TRANSACTION FOR A PERIOD OF FIVE (5) YEARS FROM THE DATE OF EXECUTION OF THIS AGREEMENT BY THE UNDERSIGNED, HIS/HER ASSIGNS, AGENTS, AND/OR HEIRS. THIS NCNDA ALSO APPLIES TO ANY AND ALL OTHER TRANSACTIONS DIRECT OR INDIRECT.
THIS IRREVOCABLE PAY ORDER/FEE PROTECTION AGREEMENT WILL BE LODGED WITH THE DESINGATED BANK ALONG WITH BENEFICIARIES’ BANK COORDINATES.
WE, THE UNDERSIGNED HEREWITH IRREVOCABLY AGREE THAT THIS AGREEMENT AND PAYMENT ORDER IS UNCONDITIONAL, ASSIGNABLE AND DIVISIBLE TO BENEFICIARIES, HEIRS AND ASSIGNEES UPON WRITTEN NOTICES TO ALL PARTIES CONCERNED.
WE, THE UNDERSIGNED AS THE PAYOR-GURANTOR-PARTY A HEREWITH IRREVOCABLY AGREE:
A) THAT OUR BANK SHALL PROVIDE THE BENEFICIARIES BY BANK-EMAIL, ALL PAYMENT INSTRUCTIONS AND DOCUMENTATIONS UPON CLOSING OF THE REFERENCED TRANSACTION.
B) THAT ALL BENEFICIARIES SHALL HAVE A LIEN ON THE CONTRACT VALUE AMOUNTS THAT ARE SUBJECT OF THE REFERENCED TRANSACTION IN THE EVENT THAT ANY OR ALL DUE PAYMENTS HAVE
NOT BEEN MADE.
C) THAT UNDER NO CIRCUMSTANCES WHATSOEVER, THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT AND PAY-ORDER SHALL BE WITHDRAWN OR INSTRUCTIONS GIVEN TO THE PAYING BANK TO DISHONOUR ANY PAYMENT DEMAND BY ANY BENEFICIARY LISTED IN THIS AGREEMENT WHICH IS DUE TO THE BENEFICIARY UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT.
D) THAT THE BENEFICIARIES LISTED IN THIS AGREEMENT ARE THIRD PARTY BENEFICIARIES TO THE UNDERLYING AGREEMENT BETWEEN THE PARTY A AND PARTY B.
E) THAT THE FEES AND COMMISSIONS STATED FOR TRANSFER AND PAYMENTS ARE COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND ARE IRREVOCABLE, IRRETRIEVABLE AND UNCONDITIONALLY GUARANTEED TO BE PAID SIMULTANEOUSLY ON THE SAME DAY OF THE PACKAGE PAY ORDERS REFERRED TO IN THIS CONTRACT. THE FEES WILL BE FREE OF LEGAL IMPEDIMENT AND FREE OF
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