MAJID AL FUTTIAM HOLDINGS P146 Salahudin Road Diera , Dubai
Date : 27th Feb 2015
Ref: 2300112
JOINT VENTURE CONTRACT AGREEMENT
This Agreement is made and entered into by and between:
MAJID AL FUTTAIM (First party)
(Hereinafter refer as First Party)
AND
XXX (Second Party)
ON BEHALF OF
XXX
(Hereinafter refer as Second Party)
RECITALS
Whereas the First Party is A Business Man and Financial Investor, who would like to make a
direct investment to the second party to an amount of $35,000,000.00 (Thirty five Million,
United State Dollars ) Hereinafter refer as Fund, and
Whereas, The Second Party is an established entrepreneur with good business records in ,
Switzerland , with diversified business activities.
Whereas the second party is willing to accept the investment capital and the First Party is
prepared to Co-operate with the Second Party in that respect.
NOW, THEREFORE, in consideration of the foregoing facts and the mutual representations and
covenants hereinafter set forth, the parties hereto agree as follows:
ARTICLE 1
The recitals set forth above constitute an integral part of this agreement at all time and
considered as a fundamental condition to execute it.
ARTICLE 2. PURPOSE OF THIS AGREEMENT
The purpose of the present agreement is to define the contractual relation between the first
party and the second party.
ARTICLE 3. RIGHTS GRANTED
3.1 Subject to the terms and upon the conditions set forth herein, throughout the duration of this
Agreement, The First party herby accept to make a direct investment to the second party
company at the amount of $35,000,000.00 (Thirty five Million, United State Dollars)
MAJID AL FUTTIAM HOLDINGS
the Second Party herby accepts to use and invest the above mentioned Fund in his
proposed project /company activities.
3.2 Membership interest of the company shall be divided as follows:
First Party: 50%
Second Party: 50%
Article 4. Purpose
The investment facility has been provided for the general working capital purpose of the second
party.
ARTICLE 5. The Fund
The Fund covered by this agreement shall mean at all time a total amount of ($35,000,000.00
(Thirty five Million, United State Dollars)
ARTICLE 6. Contract Duration
6.1 The present agreement shall become effective only on the date that its signed and sealed by
both parties in Doha, Qatar, and the total fund transferred, entered and availed into
the account of the second party in XXX and shall henceforth be rightful to 50% ownership of
XXX.
6.2 Afterwards, this Agreement shall only be renewed if agreed by both parties and endorsed
on a written note
6.3 Any termination of the present Agreement shall not impair any rights or remedies of any
party hereto neither accrued prior to the termination nor relieve any party of its obligations
accrued prior to such termination.
6.4 The proof of transfer should be obtained from the receiving bank in Switzerland as an evidence
that the money is been received by the second party to identify the validity and starting date of
this agreement.
6.5 The documentation charges on behalf of the second party shall be paid by the second
party during the meeting in Qatar respectively and accordingly.
6.6 The second party will have an option of receiving the fund either in swift or TT wire transfer
or certified bank draft after meeting and seal of this contract in Qatar, .
ARTICLE 7. TERM AND CONDITIONS
The first party will provide the second party with the amount specified in article 5 based on the
following specific terms and conditions.
MAJID AL FUTTIAM HOLDINGS
7.1 The Second party should pay to the first party a yearly 50% of the annual net profit (every year)
7.2 The second party should pay the agreed Annual net profit in the month of January for every year till
that time where both party agree to terminate the agreement.
7.3 The Second party should transfer the annual net profit amount or handed over to any account or
person authorized by the First party.
7.4 A written Instruction or authorization letter should be provided by the first party at the
beginning of each year to avail the profit payment, and prove of such payment should be
maintained by the second party as evidence at all time,
7.5 It has been agreed that fund provided is a JV partnership and does not entitle the first party to any
rights in the second party properties nor any management rights in any of the second party
companies or activities, more over the first party are not allowed to interfere at any time or
claim any right to do so.
ARTICLE 8. Agreement Parameters
8.1 It has been agreed that the financial year of the activities commence on the first of January
and end on the 31st of December of each year except for the first financial year which shall begin
at the time of executing of this contract and until the 31st of December of the same year ,
8.2 It has been agreed that the annual net profit should be calculated on a yearly basis,
8.3 In the event of any uncompleted year calculation, the profit should be calculated on a daily
basis and the total days of the year should be considered as 365 day.
ARTICLE9. PROFIT AND LOSS
Both parties have agreed that the profit generated by this investment is the right of the both parties
have equal rights to claim 50% of any net profit even if it has been generated through the support of the
First party or the Second party, unless it has been agreed by both parties in writing.
ARTICLE 10. EXPIRATION AND CANCELLATION
10.1 This Agreement shall expire as provided in Article 6 hereon. It may also be terminated by
either party for any of the following reasons and conditions:
10.1.1 If the fund agreed in this agreement has not been availed to the second party for
whatsoever reason, this contract will be automatically canceled and neither party has any rights
or jurisdiction to claim any compensation or amount from the other party.
MAJID AL FUTTIAM HOLDINGS
10.1.2 The expiry of the period of the agreement unless agreed upon the Renewal of the same.
10.1.3 If the second party fails to pay the annual net profit agreed to the first party for two consecutive
years.
10.2 Any one of the parties could cancel the agreement after settling his Liabilities to the other
party in the following way:
10.2.1 If first party wishes to cancel at any time he should pay to the second party the following
amount: 20% of the total fund.
10.2.2 The second party can equally cancel the agreement after settling his liabilities to the first party
( Total Investment sum)
10.3 The first party has the full rights to terminate the contract without any penalty or deduction
if the second party fails to pay the agreed annual net profit for two consecutive years.
10.4 Furthermore, the present agreement will be terminated in the Event either party ceases
activities, liquidates or dissolves itself, Demands a moratorium involving a large part of its
assets, ceases to make payments, declares bankruptcy, is declared in judicial adjustments or
liquidation or become the object of any similar procedure, becomes the object of a judgment
ordering it to cease activities, has its assets seized or has trustee or receiver appointed.
ARTICLE 11. CONFIDENTIALITY
The parties hereto agree to respect the confidentiality nature of information which they receive
during the term of this Agreement, including information concerning the sale, distribution,
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financial statements or banks or accounts information of the company or the signatory of this
agreement, and they undertake to keep such information strictly confidential during the said
term, and after the termination or non renewal of the Agreement.
ARTICLE 12. WAIVER
No forbearance on the part of either party in enforcing its rights under this agreement, nor any
renewal, extension, or rearrangement of any payment or covenant to be performed by the other
party hereunder shall constitute a waiver of any term of this agreement or a forfeiture of any
such right.
ARTICLE 13. NOTICE
13.1 Any notice demand , request , consent , approval, designation, specification or other
communication given or made , or required to be given or made hereunder, shall be in writing
and shall be hand-delivered or sent by registered air mail ( postage fully prepaid) addressed to
the parties in the manner set forth below :
(i) if to the First Party
(ii) If to the Second Party Or to such other address of facsimile or telex number or person as
either party may hereafter designate.
13.2 A notice shall be deemed to have been given and received: (i) when left at the appropriate
address if hand-delivered or sent by registered mail; (ii) when actually received if sent by
facsimile or electronic data exchange; or (iii) when dispatched and the correct answerback
received if sent by telex or facsimile.
ARTICLE 14. FORCE MAJEURE
Non compliance by either the First Party or the Second Party owing to Force Majeure with any
of the said obligations shall not lead to the termination of this agreement provided either the
first party or the Second Party has, as soon as possible under the circumstances, notified the
other party in a letter sent by registered mail, of the reason for non compliance. Pursuant to this
clause, Force Majeure shall be deemed to be any unforeseeable and irresistible event provoked
by an external cause, which constitutes an obstacle to the performance of an obligation, such as
foreign or civil war, riots, acts of public enemies, general strikes, sabotage, piracy, fire,
explosion, natural disasters and act of local government and parliamentary authority.
The parties agreed to interrupt the Agreement for the period of such event and until the
activities resume normally.
ARTICLE 15. GOVERNING LAW AND JURIDICTION
15.1 All difference concerning the validity, the interpretation or the performance of the present
Agreement shall be finally settled under the rules of conciliation and arbitration of the
international Chamber of Commerce by a single arbitrator appointed in accordance with the
said rules. The seat of such arbitration shall be GENEVA and the language of such arbitration
shall be English.
15.2 This agreement shall in all respects be governed and construed in accordance with the law
of the country that the agreement executed, delivered and performed within.
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ARTICLE 16. MISCELLANEOUS PROVISIONS
16.1 This Agreement may be amended only by a written document signed by both parties or by
their duly authorized representatives.
16.2 This agreement supersedes all prior agreements between the parties (written or oral) and is
intended as a complete and exclusive statement of the terms of the Agreement between the
parties.
16.3 All reference to a year or a month shall mean a calendar year and a period of thirty days
respectively.
16.4 In the event that this agreement is translated into any other language, the English language
version hereof shall govern.
For the First Party For the Second Party
MAJID AL FUTTIAM XXX
Authorized Signatory Authorized Signatory
First Party Witness Second Party Witness
_____________________ ____________________
Authorized Signatory Authorized Signatory
Name: Pascal Simon Name:
Title: Legal Adviser Title:
Supervising Banker:
Authorized Signatory:
Name:
Title:
Supervising Finance Broker:
Authorized Signatory:
Name:
Title:
Corporate Name:
