MEMORANDUM OF UNDERSTANDING (MOU)
Between
XXX of XXX
And
Mr. Musa Abdullahi of NIGERIA
On Business Cooperation and Understanding
This Agreement was made on.....21th June, 2014
Between
1. XXX address: XXX, representing the company................... Registry Number........... In further text referred to as 1st Party
And
2. Mr. Musa Abdullahi of Flat 3 Block 1 Garki staff quarters Abuja Nigeria. Reference fund Provider in this context, in further text referred to as 2nd Party
Both entities in this Agreement are PARTIES.
Under this Agreement, the rights and obligations are determined pursuant to a pooling of resources by both responsible parties, in which 1st Party offers investment projects, work spaces and resources for the operation and management, while 2nd Party offers financial resources and, on the basis of that, determines the manner in managing investments. This Agreement is being concluded on the basis of aforementioned.
2nd PARTY irrevocably confirms and guarantees, with full moral and material responsibility that owns total amount of USD $16, 700, 000 which will be passed on to 1ST Party in order to invest in the proposed and other projects. 2nd Party warrants that funds are not under the burden and that the funds were not made in an illegal manner, from the operations with narcotics or criminal offences.
1st Party irrevocably confirms and guarantees with full responsibility to have a part of the projects and business capacities to apply for the management of resources from the 2nd Party, in accordance with this Agreement. Management will manage these funds in a manner to be determined by this Agreement.
Therefore, in consideration of the mutual agreement, both parties have agreed to draw up a binding contract on managing business investments and resources in XXX, according to the agreed conditions.
INTRODUCTION
A. The parties agree, 1st Party (XXX) shall organise a separate business unit with special working account financed from the funds involved in investing in XXX and shall cover all expenses of this business unit.
B. 2nd Party (Mr. Musa Abdullahi) shall after the transfer of the funds $16. 7m, through any best means, issue an authorisation to 1ST Party on its behalf, to represent it in all affairs of this agreement and shall issue an order to transfer funds to the 1st Party (XXX) as a new bona-fide user who will manage the funds and the business unit. Employer shall give written consent; make payments to management in investment, according to his instructions and in accordance with this Agreement.
C. 1st Party (XXX) agrees to, after the swift receipt of the funds USD$16.7million into his designated Bank account, provide necessary documentation on available projects and shall cooperate with the Investor in the transfer of funds and conduct of operations in a manner and under conditions stipulated in this Agreement and in accordance with the regulations.
D. Both parties are obliged to abide by the rules stipulated in this Agreement and the regulations in XXX.
ARTICLE 1
CONTRACTED ITEMS OF THE FIRST PRIORITY:
Both parties from this Agreement agree to the following:
1/1. Mr. Musa Abdullahi (2nd Party) acknowledges employing its funds in the amount of U.S$16, 700, 000.00 for investments in XXX, while management of assets and investments shall entrust to XXX (1st Party) and as the holder of business, under conditions which are set forth in this Agreement.
1/2. The purpose of this Agreement is a personal consulting and willingness of the 2nd Party to entrust management of investments in XXX to the 1ST Party for investments in XXX on its behalf.
1/3 Both Parties agree to, after the conclusion of this Agreement, allocate 35% of NET U.S. $16,700,000.00 (after deduction of all TAXES) to be paid to the 1st Party (XXX) on the basis of expenses for engaging professional legal and natural persons for specific jobs, the technical documentation and other expenses.
1/4 1st Party (XXX) shall be empowered and enabled, without recourse by any other party, to immediately and simultaneously pay himself out of said funds as in item 1/3 above
ARTICLE 2
DURATION OF MANAGEMENT OVER FUNDS:
2/1. Period of engagement and Management of funds is contracted to 3yrs to be under the control and ion of (XXX) i.e. 1st Party and commences after the conclusion of the Agreement.
2/2. This Agreement shall be automatically extended for 5 years if none of the parties cancel it within three (3) months prior to expiration.
ARTICLE 3
EXPENCEES, FEES, PROFIT
3/1. All costs of operation and management of funds from the transfer of funds to investment of the funds shall be bored by both Parties respectively as 5% is set aside for all expenses.
3/2. At the end of the year, 50% of annual net profits earned on funds employed, belong to 1st Party and 2nd Party respectively.
3/3. If Management cannot achieve quality investment the 2nd Party (Mr. Musa Abdullahi) retains the right to withdraw the funds that are not engaged, without charge by submitting the Notice of intent to withdraw the funds within 90 days.
ARTICLE 4
AGREEMENT TERMINATION
4/1. Each party to this Agreement has the right to terminate the contract if a party fails to fulfil obligations or reaches the material breach of this Agreement. The written notification shall be submitted within 90 days with an explanation and description of legal injuries, as well as the proposed legal remedy.
4/2. When termination of the agreement is required by the Investor, he can or may recover the funds reduced with the amount of approved funds from the Items of the 1/4 and 1/5 of this Agreement, with the amount of investment already initiated under Investor’s direction.
4/3. 2nd Party may request termination of the agreement, during the previous period not satisfied with the investment, or if it is estimated that even in the future period Management cannot achieve. Only then 2nd Party shall require the return of funds to his account, without the rights to initiated investments.
4/4. When termination of the agreement is required by the 1st Party, 1st Party is obliged to return the non-used funds to the 2nd Party’s account without the obligation to refund the funds under Article 1, item 1/4 and 1/5.
4/5. The contract shall be terminated automatically when it is determined that a party has violated the law through actions or concealment of information, where each party reserves the right to a corresponding part.
ARTICLE 5
COMMUNICATIONS AND INFORMATION
Each business communication, notices, consents or refusals, requests, correspondence, orders, complaints, or any other communication shall be made via official electronic mail addresses of the parties, which are an integral part of this Agreement. Only in special cases, communication will be done by sending a registered mail or via telephone.
ARTICLE 6
GENERAL PROVISIONS
6/1. This Agreement represents the only official and final agreement between the parties. All that is stipulated under this Agreement shall be binding for both parties. This Agreement may not be unilaterally changed, nor any of its terms, except inwriting and if authorisedby both parties.
6/2. Agreement implies conscientious and righteous acting in line with the interests of both parties, with this Agreement and with the legislation. Both parties are responsible for their own affairs and shall cooperate in all cases of arbitration and labour authorities, as well as in other circumstances, in order to maintain implementation of the Agreement.
6/3. 1st Party and 2nd Party are committed to responsibly carry out their obligations under the provisions of this Agreement and are responsible for the accuracy of the given data.
6/4. This Agreement is made in English languages, as chosen by the parties to understand it, with 4 copies of each, which are identical and represent the original.
ARTICLE 7
OTHER PROVISIONS
7/1. This agreement was made voluntarily; therefore in cases of different interpretations or disputes, the laws of the country in which investments are made shall be applied. If for any reason the provisions of the Agreement are not in accordance with the law, both sides shall decide whether the change of controversial provisions is necessary in order to harmonise and maintain the importance of the Agreement.
7/2. Any party that is determined to have covered up the facts that would jeopardize this Agreement shall bear its own responsibility which cannot be transferred to the other side.
7/3. Each party shall bear responsibility for themselves from the consequences of failure against regulations.
ARTICLE 8
FORCE MAJEURE:
8/1. If conditions defined as “force majeure” occur in the countries of both contractors, which could partially or fully affect the fulfilment of the provisions of the Agreement in a negative sense, the parties agree that they shall not be responsible during such conditions.
ARTICLE 9
PROTECTION OF CONFIDENTIALITY
9/1. Both parties are obliged to keep business secrets and other confidential information during the term of this Agreement. Each party to this Agreement is required to protect the information regarding this Agreement and all other provisions therein from the public, competition and the similar for the entire duration of the Agreement.
ARTICLE 10
10/1. Both parties accept the obligation and responsibility to properly and fully implement their obligations under this Agreement to freely conclude it without coercion, in good faith and without fraud, and as such shall certify and sign this Agreement.
Signature and Name Signature and Name
1ST Party 2nd Party
XXX Mr. Musa Abullahi
