Project Finance Management Agreement
is entered into on this __ day of ______, 2012,
by and between
The Project Founder
Name:
Passport:
Address:
Phone:
Mobile:
E-mail:
(Hereinafter referred to as the «Project Founder»)
and
The Finance Manager:
Name:
Passport:
Address:
Phone:
Mobile:
E-mail:
(Hereinafter referred to as the «Finance Manager»)
The Project Founder and the Finance Manager together are hereinafter referred to as the “Parties”.
Subject and specification of the cooperation between the Parties:
1) With this Project Finance Management Agreement, the Project Founder establishes cooperation with the Finance Manager and requests the service of the Finance Manager for consulting, management and service, organizing and assistance regarding the Project Founder’s financial investment transactions.
2) Based on this Project Finance Management Agreement, the Finance Manager shall assist the Project Founder with consulting, management and service, regarding the Project Founder’s investments for funding for purpose of realization of projects.
3) Based on this Project Finance Management Agreement, the Project Founder declares and establishes the investment value share between the Parties, whereas the total amount of project funding investment shall be divided between the Project Founder and the Finance Manager, whereas 85 % (Eighty-five percent) of the total amount of the project funding investment shall remain under the solo ownership and decision rights of the Project Founder, and 15 % (Fifteen percent) shall be transferred to the solo ownership and decision rights of the Finance Manager.
4) By the agreed investment value share between the Parties, it is considered to be completed all remuneration from and by the Project Founder towards and for the Finance Manager, covering all payment of fee for the financial advising, project funding management and consulting service, conditioned by and connected to the completing of the financial transactions initiated by the Project Founder, and completed by the Finance Manager’s service.
5) The Finance Manager accepts that, the received amount corresponding to 15 % (Fifteen percent) of the total face value of the Project Founder’s investments of funding for purpose of realization of projects, includes also further payment obligations of the Finance Manager, as those costs shall be necessary for the Finance Manager to carry out and complete his assistance, management and service for the Project Founder, for funding of investments.
6) The Project Founder and the Finance Manager agree regarding renewal and extension of this agreement with same conditions, within 5 (Five) years from the date of any transaction carried out by the Project Founder assisted by the Finance Manager latest.
7) The Parties declare and agree do not circumvent nor disclose to third party any information received through the cooperation between the Parties. All corresponded, revealed and intermediated material and information is expected to be strictly confidential without notice. The agreement includes any names (persons and companies), addresses, communication data (phone, fax, telex and e-mail address), references and codes, account numbers and account holders, projects, know-how, business plans and results, and generally all identity and affairs data concerning and disclosed within the business connection between the Parties. The secrecy includes also revealed materials concerning every client, customer and partner in cooperation.
Statements by the Parties:
(a) The Project Founder has the funds ready for the transactions, as USD (United States Dollars), clean and clear, free of any liens, encumbrances and restrictions, freely transferable under the Project Founder’s solo decision, and the Project Founder declares that, the Project Founder has documents as proof of the USD-funds, and these documents shall be presented and will be checked during the meeting with the Finance Manager at the Finance Manager’s bank.
(b) The Finance Manager declares that, he can, is willing and able to set up and complete the management of providing EUR-funds (Euros) for projects, as it is specified with conditions and procedures within this Project Finance Management Agreement.
(c) Definition of the term completing the transactions: the transactions, or an actual tranche of the transaction is considered has completed, after that:
(c/1) the USD-funds has been received and accepted on the Finance Manager’s account at the Finance Manager’s bank, and
(c/2) the agreed investment value share of the investment funds has been carried out and delivered to the accounts of the Project Founder and the Finance Manager, and
(c/3) the payments of fee and commissions have been transferred to the accounts specified by the beneficiaries, as all and any fee and commission payments are the internal, own tasks of the respective Parties.
(d) The Parties declare that, they follow the guidelines provided by the rules of the banks on the Anti-Terrorism Act and the Patriot Act I. and II. The Project Founder and the Finance Manager will not be held responsible for any harmful money laundering.
Specification of the conditions:
Contract size of the investment amount: USD 100.000.000.000 (One Hundred billion United States Dollars), with possible rolls and extensions, or as agreed.
The Project Founder’s funds: USD-funds deposited on the Project Founder’s account at their depository account holding bank, transferable to the account specified by the Finance Manager at the Finance Manager’s bank, for further funding of the Parties’ projects.
Currency of the investments: EUR-funds.
Exchange rate: Official exchange rate of the transactions bank on the day of each and any tranches of the investments.
Part of the project investments under the Project Founder’s solo decision rights: 85 % (Eighty-five percent) of all and any investment amount placed to the account as USD-funds, within the entire contract size, including all possible rolls and extensions, which shared part of the total contracted investment amount is for the purpose and projects of the Project Founder, and shall be under the solo decision rights of the Project Founder.
Investment value share by and from the Project Founder for and in favour of the Finance Manager: 15 % (Fifteen percent) of all and any investment amount placed to the account as EUR-funds, within the entire contract size, including all possible rolls and extensions, which shared part of the total contracted investment amount is for the purpose and projects of the Finance Manager, and shall be under the solo decision rights of the Finance Manager.
Consultancy fees: All and any fee and commission payments are the internal, own tasks of the respective Parties.
Place of the transactions: At the Finance Manager’s transaction bank.
First tranche: USD 500.000.000 (Five-hundred million United States Dollars), or, as agreed by the Parties.
Subsequent tranches: due to tranche schedule, preferable USD 500.000.000 (Five-hundred million United States Dollars) per tranches, or as agreed by the Parties.
Costs of the transactions: Each Party is bearing their own costs until completing the transactions.
Responsibility: Each Party is responsible for all their own actions from initiating until completing the transactions.
Procedures:
(1) The Project Founder will send to the Finance Manager the main conditions of the project funding transactions, with accept of this draft contract text, including the procedures.
(Remark: neither any proof of funds, nor any bank capability letter will be provided by and sent from the Finance Manager, since the transaction is an investment by the Project Founder.)
(2) The Project Finance Management Agreement will be completed and signed by the Finance Manager, and sent to the Project Founder, through the involved agents and intermediaries.
(3) The Project Founder will complete and sign the Project Finance Management Agreement, and send it back to the Finance Manager.
(4) The Finance Manager will require information, when the Project Founder (the same representative person who has the signatory of the account, from where the USD-funds will be transferred for the investment transactions) can come to the Finance Manager’s bank for the meeting between the Parties, with presentation of the documents of the USD-funds, and also for signing the documents of the project finance management at the Finance Manager’s bank.
(5) At the agreed date, the Project Founder will come to the meeting between the Parties at the Finance Manager’s bank, while:
(5.1) the Project Founder will present the necessary documents at the bank, as requested by the bank to prepare the deposition of the total contracted investment amount for the purpose and projects of the Parties, and,
(5.2) upon accept the proof of the Project Founder’s capability and ability to conclude the planned financial management transactions, during the meeting at the Finance Manager’s bank, the Project Founder will be registered as second, joint signatory to the Finance Manager’s account for the period of the proceeding of the project finance management transactions at the Finance Manager’s bank, from the date of the meeting and contract sign for the period of 10 (Ten) bank days, and continued and prolonged automatically for the next 10 (Ten) bank days from the date of the latest made deposited tranche of the transactions, with condition of that, the Project Founder’s secondary, joint signatory right on the Finance Manager’s account will expire, if no investments have been placed into the account during the period of the validity of the joint signatory period, and,
(5.3) the Project Founder and the Finance Manager will sign together and lodge together into the Finance Manager’s account the payment transfer orders of the financial management transactions, to be set up, carried out, and leaded by the Finance Manager, whereas, from all and any amounts placed as USD-funds into the account of the Finance Manager at the Finance Manager’s bank, the amount corresponding to 85 % (Eighty-five percent) of the total amount of the investments, shall be transferred to the account specified by the Project Founder, as free and clear EUR-funds, including the possibility of the transfer of this 85 % (Eighty-five percent) to any account as ordered by the Project Founder, and the remaining 15 % (Fifteen percent) shall be disposed by the Finance Manager, and,
(5.4) the Project Founder will organize the transfer of the first tranche of the project finance management transactions, and also agree the tranche schedule of the investments.
(6) The Project Founder will transfer the amount of the first (or actual) tranche of the USD-funds from his bank to the account specified by the Finance Manager at the Finance Manager’s bank, with joint signatory of the Finance Manager and the Project Founder.
(7) The Finance Manager’s bank officer, after receipt, authentication and verification of the received amount on the account specified by the Finance Manager at the Finance Manager’s bank, will confirm the received amount to the Finance Manager.
(8) The Finance Manager’s bank officer, due to the payment transfer orders of the financial management transactions, jointly signed by the Finance Manager and the Project Founder, will carry out the ordered transfers, whereas from the deposited funds the amount corresponding to 85 % (Eighty-five percent) of the total amount of the Project Founder’s investments will be transferred as EUR-funds to the account specified by the Project Founder, and 15 % (Fifteen percent) will be transferred to the account specified by the Finance Manager.
(9) The fee and commission payments will be paid by the Project Founder and by the Financial Manager separately, due to their own agreements to the beneficiaries / recipients’ accounts, as all and any fee and commission payments are the internal, own tasks of the respective Parties.
(10) Subsequent tranches will proceed similarly, also for rolls and extensions of the contract.
Tranche schedule and extension of the contract:
First tranche: USD 500.000.000 (Five-hundred million United States Dollars), or, as agreed by the Parties.
Subsequent tranches: due to tranche schedule, preferable USD 500.000.000 (Five-hundred million United States Dollars) per tranches, or as agreed by the Parties.
Further tranches, and Rolls and Extension of the transactions: may be agreed by and between the Parties for next actual tranches and for increasing the total amount of the contract.
Bank coordinates of the contract partners:
The Project Founder’s bank:
Bank Name:
Bank address:
Account Name:
Account Number:
IBAN:
SWIFT / BIC Code:
Bank Officer:
Phone/Fax:
The Finance Manager’s bank:
Bank Name:
Bank address:
Account Name:
Account Number:
IBAN Code:
SWIFT / BIC Code:
Bank Officer:
Phone:
Fax:
The Project Founder’s and the Finance Manager’s bank accounts will be specified by the Parties during the meeting at the Finance Manager’s bank.
General conditions:
A) Non-Disclosure and Non-Circumvention:
Both Parties are to be bound and to abide by the Non-Circumvention / Non-Disclosure rules of all issues by the ICC, Paris, France, latest edition, of which shall apply to this transaction for a period of 5 (five) years, no matter whether direct or indirect to include all participants, buyer, seller, bankers, brokers, facilitators, held binding by all laws of this and all governments for the complete five years.
B) Correspondence:
The Parties hereto agree that any notice, designation and consent between the Parties shall be in written form. English shall be the language for all such notices, designations and consents. Any change or amendments or additions to this agreement may be valid only by joint agreement and signature of both Parties.
C) Validity of documents:
All material sent by the Parties by fax, e-mail and electronically made copies are considered as original and binding, but the Parties can require the original signed documents as it will be necessary for the completing of the transactions.
Accept and sign of the contract:
This Project Finance Management Agreement has been agreed and accepted by both Parties.
Dated as above,
Signed by the Project Founder: Signed by the Finance Manager:
…………………………………………….. ……………………………………………..
Mr. __________________ Mr. __________________
Passport: (__) _________ Passport: ( ) _________
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