Financial Polis

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TRANSACTION CODE:

 

BETWEEN THE FOLLOWING COMPANIES:

 

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HEREINAFTER NAMED PARTY (A)

 

AND

 

…………………………………………………………………….

……………………………………………………………………………..

…………………………………………………………………………………

 

HEREINAFTER NAMED PARTY (B)

 

KNOW ALL MEN BY THESE PRESENTS:

 

THIS AGREEMENT, MADE AND EXECUTED ON THIS 00 FEBRUARY 2009, IN ZURICH (CH)

 

WHEREAS

 

PARTY (A), IS HOLDER OF A SUM (CASH MONEY OR B.G. IN EUROCLEAR SYSTEM, WITH CASHMONEY BACKED), THAT IS READY AND AVAILABLE AND UNDER HIS SOLE CONTROL, FOR AN AMOUNT…………………………………………………………………………………………………………….

HE IS AGREED TO MAKE A JOINT-VENTURE PARTICIPATION AGREEMENT TO ENTER A SECURE PRIVATE PLACEMENT PROGRAM. THIS PROGRAM IS A OPERATION TO BUY AND SELL OF MTN FROM A TRADER IN A SWISS BANK, WITH THE PARTY (B).

 

PARTY (B), WITH HER INTERNATIONAL CONNECTED BANKERS, ASSET COLLATERAL & FINANCERS, ETC. WILL ARRANGE AND PROVIDE A FINANCIAL TRANSACTION, TO ENTER IN A SECURE MTNS TRADING PROGRAM, IN ORDER TO OBTAIN A REPAYMENT TO FINANCE AND PAY FOR THE HUMANITARIAN DEVELOPMENT PROJECTS ON ALL COUNTRIES, FOR THE 40% PER CENT OF THE PROCEEDS; THE BALANCE WILL BE SETTLED BY TWO SHARES OF 30% THE INVESTOR, AND 30% CO-INVESTOR Mr. A. ELIOS CURCIO GROUP, AS RETURN AFTER-TAX AND BANKING FEES PROFIT. HE WILL MAKE, THROUGH THE TRADER, THE OPENING OF 4 (FOUR) ACCOUNTS BY A BANK OF ZURICH (CH):

·         ONE ACCOUNT AT OWNER NAME AND AT HIS SOLE SIGNATURE, IN WHICH THE PARTY (A), PAY MONEY INTO HIS ACCOUNT, FOR ONE YEAR AND FIFTEEN  DAY;

·         ONE ACCOUNT ALWAYS AT HIS SOLE SIGNATURE, IN WHICH PARTY (A) SHALL RECEIVE HIS NET PROCEEDS, PAR AT 30 %, AT HIS    SOLE SIGNATURE;

·         ONE ACCOUNT IN WHICH PARTY (B) SHALL RECEIVE HIS NET PROCEEDS, PAR AT 30 % AT HIS SOLE SIGNATURE;

·         ONE ACCOUNT IN WHICH THE PARTIES (B-1), Mr. A. ELIOS CURCIO, RESPONSIBLE OF THE HUMANITARIAN PROJECTS, SHALL RECEIVE THE NET PROCEEDS, PAR AT 40 % %, AT HIS SOLE SIGNATURE, FOR TO FINANCE AND PAY THE HUMANITARIAN WORKS ONLY.

 

PARTY (B), SHALL GIVES, AT END OF FINANCIAL YEAR, TO PARTY (A), STATEMENT OF EXPENSES ONLY, ABOUT THE HUMANITARIAN WORKS.   

 

 

PARTY (A) & (B), ARE AGREED TO FINANCIAL AND MAKE, HUMANITARIAN WORKS IN ALL COUNTRIES IN WAY OF DEVELOPMENT, AND THERE ARE AGREE TO GIVE THE 40 % OF THE PROCEEDS, FOR THIS PURPOSE.

 

 

 

PARTY (A) AND PARTY (B), DESIRE TO ENTER INTO AN AGREEMENT PURSUANT HERETO, BOTH PARTIES HAVE AGREED TO VIGOROUSLY PURSUE AND PERFORM UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT.

 

 

WHEREBY IT IS AGREED AS FOLLOWS:

 

 

ARTICLE - 1

 

CODES:

PARTY (A) & (B) MUTUALLY AGREE THAT THE CODES FOR THIS TRANSACTION ARE TO BE:

TRANSACTION CODE:

CONTRACT CODE      :

 

ARTICLE - 2

 

BANKS INVOLVED:

PARTY (A) & (B), MUTUALLY AGREE TO USE THE FOLLOWING BANKS FOR THIS SAGREEMENT:

PARTY (A) CORRESPONDENCE BANK:

PARTY (B) CORRESPONDENCE Bank:

 

ARTICLE - 3

 

AMOUNTS:

PARTY (A) & (B), MUTUALLY AGREE THE FOLLOWING AMOUNTS:……………………………………………..

 

ARTICLE - 4

 

DURATION OF THIS AGREEMENT:

PARTY (A) & (B), MUTUALLY AGREE THAT THIS AGREEMENT WILL COMMENCE ON DATE OF SIGNING HEREOF AND REMAIN IN FORCE FOR A PERIOD OF 12 (TWELVE) YEARS FROM DATE OF SIGNING HERE OF.

 

ARTICLE - 5

 

AGREEMENT & PERFOMANCE:

PARTY (A) & PARTY (B), MUTUALLY AGREE THAT UPON SIGNING THIS AGREEMENT AND ON RECEIPT AND ACCEPTANCE OF THE ASSET, CLEAN CLEAR NO ORIGIN CRIMINAL. THAT WILL PERFORM AND ADHERE TO TERMS AND CONDITIONS OF THIS AGREEMENT BY MINIMUM 15 (FIFTEEN) INTERNATIONAL BANKING DAYS.

 

ARTICLE - 6

 

COLLATERAL VERIFICATION:

THE COLLATERAL PROVIDED BY PARTY (B), OF EURO……………….. IN A FORM UNCONDITIONAL BANK GUARANTEE,  IN EUROCLEAR SYSTEM, OR CASH MONEY, AFTER SUCCESSFUL VERIFICATION OF SUCH COLLATERAL, BY ASSOCIATE BANK, PARTY (B) HAS FULFILLED HER OBLIGATIONS AND PERFORMED IN PROVIDING THE NECESSARY COLLATERAL AGREED AND IN ACCORDANCE WITH ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

 

ARTICLE - 7

 

CREDIT LINE VERIFICATION:

THE CREDIT FACILITY/LINE PROVIDED BY PARTY (A), AFTER VERIFICATION AND CONFIRMATION, OF SUCH CREDIT FACILITY/LINE BY THE TRADING BANK, TO ENTER, IN A P.P.P SECURE TRANSACTION.

 

ARTICLE - 8

 

PROCEDURES & TIME FRAMES:

TO PARTICIPATE IN THE MTN BUY AND SELL PROGRAM ARE REQUESTED THE FOLLOWING DOCUMENTS:

 

·         ACCOUNT STATEMENT (NOT OLDER THAN 3 DAYS)

·         CLIENT PASSPORT COPY (DIN A 4 FORMAT)

·         L.O.I. (LETTER OF INTENT)

·         C.I.S. (CLIENT INFORMATION SHEET, IF IS COMPANY A BOARD RESOLUTION IS REQUESTED TOO).

 

THE ABOVE DOCUMENTS ARE NECESSARY TO MAKE THE DUE DILIGENCE. AFTER THAT THE DUE DILIGENCE IS MADE WITH SUCCESSFULLY. THE TRADER WILL ARRANGE THE OPENING OF BANKING ACCOUNT AT SOLE SIGNATURE OF THE OWNER. IN CASE THE OWNER HAVE THE FUNDS OUT OF SWITZERLAND OR LIECHTENSTEIN, HE MUST TRANSFER HIS FUNDS TO THE TRADING BANK ON HIS ACCOUNT, UNDER HIS SOLE CONTROL. IN THE SAME BANK, THE TRADER WILL ESTABLISH AND ACTIVATE A TRADING PLATFORM. IN CASE THAT THE OWNER HAVE NO CASH MONEY BUT A BANKING INSTRUMENT, THE SAME INSTRUMENT WILL BE DISCOUNTED IN OWNER'S NAME. AFTER THAT THE CASH ARE BUCKED ON OWNER ACCOUNT, THE TRADER WILL ACTIVATE THE TRADING PLATFORM AND COMMITMENT.

OWNER'S FUNDS STAY ALL TIME ON HIS ACCOUNT, UNDER HIS FULL CONTROL. THE TRADER MAKES THE BUY AND SELL OF MTN, ONLY THROUGH SCREEN CHECKING SYSTEM.

THE TRADER DONE, AT OWNER, EVERY BAKING DAYS, A SHARE OF 10% AS NET PROFIT. THE TRADING ARE FIVE BAKING WORKING DAYS FOR WEEK, ROLLOVER WITHOUT STOPPING.

THE TIME TO START THE TRADING PROGRAM, IS USUALLY 10 BANKING DAYS.

 

ARTICLE - 9

 

DISBURSEMENT OF PROCEEDS:

DISBURSEMENT OF THE NET PROCEEDS FROM THE BUSINESS PURPOSE TO PARTY (A) AND TO PARTY (B) SHALL MADE AS SOON AS REASONABLY PRACTICABLE AFTER THE PROCEEDS HAVE CLEARED THE ACCOUNT DESIGNED TO DISTRIBUTE SUCH PROCEEDS TO THE PARTIES.

1.      THE BOTH PARTIES ARE AGREED A QUALIFIED DISTRIBUTION ON IN AN ESCROW ACCOUNT AT ASCENZIO ELIOS CURCIO SOLE SIGNATURE FOR HUMANITARIAN WORKS, PAR AT 40 % OF THE NET PROFIT.

2.      THE 60 % OF THE LEFT OVER OF THE NET PROCEEDS, SHALL BE DIVIDING IN TWO EQUAL PARTIES: 30 % PARTY (A); 30 %PARTY (B).

 

ARTICLE - 10

 

TAXES AND INSTITUTION COSTS:

PARTY (A) & (B), INDIVIDUALLY AND SEPARATELY, ACCEPT LIABILITY FOR THE REPORTING OF THEIR EARNED PROFITS OR FEES, TO ALL RELEVANT COMPETENT AUTHORITIES, FOR THE ASSESSMENT AND PAYMENT OF APPLICABLE. CORPORATE OR INDIVIDUAL INCOME TAXES, DUTIES, LEVIES AND/OR OTHER CHARGES WHICH MAY BE EXACTED BY THE SAME.

NEITHER PARTY (A) AND PARTY (B), MAKES ANY REPRESENTATION REGARDING THE TAX CONSEQUENCES, IF ANY, IN ANY JURISDICTION OF THIS INVESTMENT COVERED BY THIS AGREEMENT. THE PARTIES AGREE HERETO THAT EACH, INDIVIDUALLY AND SEPARATELY, ACCEPTS LIABILITY FOR TAXES, IMPOSTS, LEVIES, OR CHARGE/EXPENSES THAT MAY ARISE AS A RESULT OF THE TRANSACTION DESCRIBED IN THIS AGREEMENT.

 

ARTICLE - 11

 

NON-CIRCUNVENTION AND NO-DISCLOSURE:

BOTH PARTIES AGREE THAT NON-CIRCUNVENTION AND NO-DISCLOSURE UNDER THE REGULATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.) OF PARIS (FRANCE) NO. 600 AND LATEST REVISION SHALL TO THIS AGREEMENT AND BY STRICTLY ADHERED TO THIS, SHALL BE REMAIN IN EFFECT FOR A PERIOD OF 12 (TWELVE) YEARS FROM THE DATE OF THIS CONTRACT.

THE PARTIES OF THIS AGREEMENT HEREBY IRREVOCABLY ADDITIONALLY AGREE:

 

a)     NOT CIRCUMVENT, AVOID, BYPASS OR OBVIATE EACH OTHER, DIRECTLY OR INDIRECTLY. THIS AGREEMENT IS TO CONFIRM THAT EACH OF THE NAMED SIGNATORIES WILL NOT DEAL WITH ANY OTHER ENTITY INTRODUCED BY THE OTHER SIGNATORY WITHOUT THE KNOWLEDGE AND WRITTEN PERMISSION OF THE INTRODUCING SIGNATORY. INCLUDED IN THIS CONTEXT IS ANY ENTITY IN WHICH A SIGNATORY MAY HAVE INTEREST. THIS AGREEMENT EXPLICITLY COVERS ANY ACT OF NEGLIGENCE AND/OR INADVERTENT AS VIOLATION THEREOF.

b)   NOT DISCLOSURE OR OTHERWISE REVEAL TO ANY THIRD PART AND CONFIDENTIAL INFORMATION PROVIDED BY THE OTHERS, PARTICULARLY PARTY (A)'S  AND PARTY (B)'S BANK INFORMATION. CODES REFERENCES OR ANY SUCH INFORMATION ADVISED IN THE OTHER AS BEING CONFIDENTIAL OR PRIVILEGED WITHOUT THE WRITTEN CONSENT OF THE OTHER.

IT IS AGREED UND UNDERSTOOD THAT EACH SIGNATORY AGREES TO KEEP CONFIDENTIAL THE NAMES, ADDRESSES, TELEPHONE AND FAX NUMBERS, E-MAIL OF ANY CONTACTS INTRODUCED BY THE OTHER SIGNATORY, UNLESS PRIOR WRITTEN PERMISSION IS GIVEN.

 

ARTICLE - 12

 

UNAUTHORIZED COMUNICATION:

EXCEPT WITH PRIOR WRITTEN CONSENT, THERE SHALL BE NO UNAUTHORISED COMUNICATION MADE BY EITHER PARTT'S RESPECTIVE INSTITUTIONS AND/OR OFFICES. SUCH UNAUTHORISED COMUNICATION SHALL BE SUBJECT TO A CEASE AND DECEASE ORDER BY THE GRIEVING PARTY.

 

ARTICLE - 13

 

CORRESPONDENCE:

PARTY (A) & (B) AGREE THAT ANY CORRESPONDENCE AND OR COMMUNICATIONS REQUIRED TO BE GIVEN BY ONE ANOTHER UNDER THE CONTRACT SHALL BE DEEMED DULY GIVEN IF MADE IN WRITING AND EITHER HAND DELIVERED OR SENT BY REGISTERED POST TO THE CURRENT ADDRESS OF THE PARTY. IF EITHER PARTY SENDS INFORMATION VIA FASIMILE OR INTERNET TO THE OTHER PARTY, THE PARTY WHO SENT INFORMATION MUST CALL RECEIVING PARTY TO ENSURE ALL OF THE INFORMATION WAS RECEIVED.

 

ARTICLE - 14

 

AUTHORITY LAWS SIGN THIS CONTRACT:

PARTY (A) & (B), ARE RESPECTIVE SIGNATORIE'S WARRANTS THAT THEY HAVE FULL AND COMPLETE AUTHORITY TO ENTER INTO AND EXECUTE THIS CONTRACT AND BIND THEIR RESPECTIVE PRINCIPAL/COMPANIES TO TERMS AMD CONDITIONS HEREIN SET FORTH.

 

ARTICLE - 15

 

FORCE MAJEURE:

THE OBLIGATION OF PARTY (A) & (B) ARE RESPECT TO EACH - OTHER IN THIS TRANSACTION IS SUBJECT TO THE "FORCE MAJEURE" CLAUSE AS STATED THE REGULATIONS OF THE INTERNATIONAL CHAMBER OF COMMERCE (ICC), PARIS FRANCE 600 AND LATEST REVISION, WHICH CLAUSE IS DEEMED TO BE INCORPORATED HEREIN.

THE PARTIES HERETO SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM UNDER THE FORCE MAJEURE CLAUSES STATED IN STANTARDS OF THE ICC WHICH CLAUSES ARE DEEMED TO BE INCORPORATED HEREIN.

 

ARTICLE - 16

 

ARBITRATION:

a)     SHOULD ANY DISPUTE ARISE IN CONNECTION WITH THE TERMS OF THIS CONTRACT OR FROM

        THE PERFORMANCE THEREOF, SUCH DISPUTE SHALL BE SETTLED BY ARBITRATION.

 

b)    ARBITRATION IS TO BE APPOINTED BY THE INTERNATIONAL CHAMBER OF COMMERCE IN (CH)

       ZURICH ON THE APPLICATION OF EITHER TO DISPUTE (NOTICE OF INTERN TO APPLY HAVING

       BEEN DULY GIVEN IN WRITING BY THE APPLICANT TO THE OTHER PARTY TO DISPUTE). IN THE

EVENT OF THE THIRD ARBITRATOR BEING APPOINTED BY THE INTENATIONAL CHAMBER OF

COMMERCE THE ARBITRATOR'S PROCEEDINGS SHALL TAKE IN ZURICH - SWITZERLAND.

 

ARTICLE - 17

GOVERNING AND APPLICABLE LAW:

THIS CONTRACTUAL AGREEMENT SHALL BE GOVERNED BY AND BE INTERPRETED IN ACCORDANCE WITH SWISS LAW, WHICH SHALL BE THE PROPER LAW OF THE PROPER LAW OF THE CONTRACT/INTERNATIONAL CHAMBER OF COMMERCE (ICC) PARIS 600 AND LATEST REVISION. THE PARTY (A) & (B), ARE AGREED THAT THE COURT SHALL BE: ZURICH'S COURT, SWITZERLAND.

 

ARTICLE - 18

 

RENEWAL OF AGREEMENT:

PARTY(A) & (B), MUTUALLY AGREE, THAT PRIOR TO COMPLETION OF THIS AGREEMENT AND NOT LATER THAT 30 (THIRTY) DAYS, BY REGISTERED POST, PRIOR TO COMPLETION, EITHER PARTY EXERCISES THE OPTION TO RENEW THIS AGREEMENT FOR A FURTHER PERIOD, SUBJECT TO A MUTUAL AGREED BETWEEN.

 

ARTICLE - 19

 

CONCLUSION:

IN WITNESS WHERE, THE RESPECTIVE AUTHORISED SIGNATORIES OF ALL PARIES HAREBY AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT HERETO EXECUTED ON THE DATE FIRST WRITTEN ABOVE.

 

ARTICLE - 20

 

SIGNATORIES OF THE PARTIES:

WHEREOF, THE PARTIES HAVE HEREUNTO SET THEIR HANDS THIS DAYS OF……………………………….

THIS JOINT VENTURE AGREEMENT IS OF 7 PAGES AND THE 19 ARTICLES, AND IN TWO ORIGINAL COPIES.

 

AGREED, EXECUTED AND ACKNOWLEDGE ON THE DATE:

 

 

 

PARTY (A)                                                 PARTY (B)

 

 

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PARTY (B-1)

 

 

 

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NOTARIZED