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INVESTMENT AND FUND MANAGEMENT AGREEMENT

This Investment And Fund Management Agreement (the Operating Agreement) is made and entered into effective as of the 18th Day of September, 2014 by and between MOMKA SAMURA , ordinarily resident in 22 RUE STREET ABIDJAN COTE ‘IVOIRE WEST AFRICA, citizen of the Republic of Seirra Leone (holder of Ordinary holder of Passport Number: '0032642' (Hereinafter referred to as: "THE INVESTOR")


AND


                                                     CV.LILY AMELIA PUTRI
a citizen of Indonesia (currently holder of official Service Passport Number:
Residence: (JL.GUNUNG TALANG VI C PERUM MALBORA ,INDAH RESIDENCE No A,DENPASAR,BALI INDONESIA 801 17.)
 (Hereinafter referred to as: "THE INVESTMENT MANAGER")

INTRODUCTION:
WHEREAS:- "The Investor" and "The Investment Manager", each acting with full legal authority and responsibility, hereby certifies, represents and warrants that each is capable to fulfill the requirements of this Operating Agreement and respectively provide the funds and defined services referred to herein, in time and under the terms agreed to hereinafter; and
WHEREAS:-"The Investor" hereby agrees and makes an irrevocable firm contract to transfer his ownership to "The Investment Manager"; and
WHEREAS:- "The Investment Manager" builds synergies with associate physical and moral persons at various levels of collaborative programmes and projects, requiring the provision of strategic management and advisory services, deemed to facilitate enhanced investment profitability and hereby agrees and makes an irrevocable firm contract to accept the ownership (fund) from "The Investor"; and
WHEREAS:- "The Investor" has adequate funds which he desires to invest in financially viable and  profitable ventures and has voluntarily and without any solicitation from "The Investment Manager", having the necessary expertise in this domain of corporate activity in addition to the required related strategic networking relations to place the funds in private investment ventures, has agreed to accept the funds from "The Investor" and invest the said funds under the control of “The Investment Manager“ in a secure and profitable manner; and
WHEREAS:- "The Investor" wishes to obtain from the "The Investment Manager", and the "The Investment Manager" wishes to provide to the "The Investor" the required services contemplated by this Agreement in accordance with the terms, and subject to the conditions, set forth herein; and
WHEREAS:- "The Investor" and "The Investment Manager", both agree to finalize this contract under the terms and conditions, it is therefore agreed as follows :-
NOW THEREFORE, in consideration of the foregoing, and the mutual covenants and accruable benefits herein contained, and for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the "The Investor" and "The Investment Manager", intending to be legally bound hereby, agree as follows:
ARTICLE 1:              THE INVESTMENT FUND
In consideration of the mutual covenants and accruable benefits herein, the parties have agreed as follows: Investment Funds-: The "Investment Fund" shall be equal to the aggregate total amount of US$6,300,000.00 (Six Million Three Hundred Thousand Dollars Only).

ARTICLE 2:              ENGAGEMENT OF INVESTMENT MANAGER
A.    "The Investor" engages the "The Investment Manager" as an independent contractor to provide the services set forth in this Operating Agreement relating to the administration, management, supervision and disposition of the "Investment Fund" described in Article 1 (Hereinafter: "Investment  Funds"). It is understood by the parties hereto that additional Investment Funds may be brought within the scope of this Operating Agreement, subject to the signature by the Parties hereto of a supplement to Article 1 herein-above.
B.     "The Investment Manager" shall in good faith provide the services set forth in this Operating Agreement in accordance with normal and prudent practices in the financial services industry and shall have the full authority to receive from the "The Investor" and execute all such relevant actions deemed necessary or appropriate to fulfill its obligations.
ARTICLE 3:              COMPENSATION
A.    "The Investment Manager" will be eligible to receive and will be paid investment funds management fee and his compensation for accepting the funds into his account a total sum of 15% (Fifteen Per Centum Only) of the US$6,300,000.00 (Six Million Three Hundred Thousand Dollars Only), constituting US$ 945,000.00 (Nine Hundred and Forty Five Thousand Dollars Only) at the time the funds are effectively transferred to his designated bank account from the financial institution in Abidjan, Cote D’ivoire where the funds are held by "The Investor".
B.     "In addition to the above "The Investment Manager" will be reimbursed for legitimate cost and expenses that arise from the execution of this transaction including but not limited in time.
C.     "The Investor" hereby declares that the funds were generated from or normal commercial/trading activities and that they are of non- criminal origin.
D.    It shall be the duty and responsibility of the "The Investor" to procure all appropriate legal documentation required for a hitch free transfer from Bank Of Africa- CI (Plateau Branch) to the duly designated overseas bank account of "The Investment Manager".
ARTICLE 4:              THE INVESTMENT MANAGER
A.    ”The Investment Manager" shall manage the funds in his personal own name or in the name of a corporate body of which he will have absolute and full control and signatory powers over the funds under management. It is clearly understood by the parties that the action of "The Investment Manager" shall not be deemed to be regulated by Securities Exchange Commission or authorities in any jurisdiction.
B.     ”The Investment Manager" has identified a strategically profitable investment venture and has committed funds for a corresponding investment and for which the designated contracting parties, being fully qualified and licensed for the purpose under the applicable laws and regulations, will always conduct the actual transaction.
C.     In order to enable "The Investment Manager" to select the most suitable investment ventures and to commit funds to facilitate profitable investment transactions, "The Investment Manager" shall have unrestricted control over the funds to different Bank accounts at his discretion, provided however that the signatory control always remains with "The Investment Manager" and the funds are not put at undue risk at any time.
D.    "The Investment Manager" shall perform the Services to the best of its ability and in a competent and professional manner, in accordance with the investment objectives, policies and restrictions as may be deemed relevant, conducive and appropriate under compliance with international standards.
ARTICLE 5:              CONTROL AND SECURITY OF FUNDS UNDER MANAGEMENT
A.    A.” The Investment Manager" shall always maintain 15% (Ten Per Centum) of the funds in a nominated Bank Account with a major International Bank Account within the first 50 in World ranking. The funds earmarked for investment transactions shall always remain fully secure and without any undue risk of speculation and under signatory control of "The Investment Manager".
B.     Bank confirmation by any top 50 World Bank showing that “The Investment Manager” is holding 10% of the funds in the form of Certificate of Deposit or in a Reserve or Blocked or Non-Depletion Account shall constitute proof that the funds are fully secured and without any risk of undue speculation.
ARTICLE 6:              INVESTMENT VENTURES
E.     "The Investment Manager" is fully empowered to identify investment ventures from time to time and commit funds for investment transaction, wherein the funds under management shall be fully secured and which will return commercially acceptable rates of profits under compliance with international standards.
A.    The proposed investment ventures are of a private and confidential nature and therefore the parties actually conducting the transaction should endeavour to keep it confidential. The investment transactions, the Bank(s), which will be holding funds for such investment purposes and all other details of the investment transaction, shall remain confidential and proprietary to "The Investment Manager"; such confidential information shall be divulged only to "The Investor".
B.     The proposed investment ventures are subject to conditions prevailing in the world financial markets and are subject to control by various regulatory authorities. If for any reason beyond the control of "The Investment Manager", the funds are not accepted for a particular investment venture, then "The Investment Manager" shall endeavor to arrange participation in alternative ventures. If such situation arises, they will be brought to the attention of "The Investor" at the appropriate time and place, and alternative methods of investment will be mutually agreed upon.
C.     It is understood by the parties that from the time the funds are received in the Bank Account designated herein by "The Investment Manager". It may take approximately 30 to 60 business days for the invested funds to participate in the proposed investment venture profits from investment and disbursements.
D.    "The Investment Manager" shall endeavor to secure 'On a best efforts basis' a gross profit of five percent 5% (Five Per Centum) of the funds invested per annum. It is possible that funds covered by the underlying Operating may participate in the investment venture either in full or in part. Consequently only the amount that actually participated in the investment ventures will qualify for the profit at the rate motioned herein, profit shall accrue from the date of such participation. From the profits earned above, "The Investment Manager" shall remit fifty percent (50%) of the stipulated net annual profit to "The Investor" and the remaining (30%) of the annual profit are payable to "The Investment Manager" as his share of remuneration or the share of his nominee (s). then 15% would take care of all the expenses that he might incur during the transfer of the funds abroad. The profit amount due to "The Investor" shall be remitted to any of his nominated Bank Account on monthly basis in arrears.



ARTICLE 7:              REPRESENTATIONS, WARRANTIES AND COVENANTS OF
"THE INVESTMENT  MANAGER"
For the specific purposes of this Operating Agreement, "The Investment Manager" represents, warrants to, and covenants with, "The Investor" as follows:
A.    "The Investment Manager" is a duly formed and validly existing limited liability company in good standing under the laws of the State of …………………… with full power and authority to conduct its business as contemplated in this Operating Agreement.
B.     This Agreement has been duly authorized, executed and delivered by the "The Investment Manager" and constitutes the valid and legally binding agreement of "The Investment Manager" enforceable in accordance with its terms.
C.     The "The Investment Manager" will conduct himself and its activities with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent manager would use in the conduct of an enterprise of like character and with like aims.
D.    The Investment Manager" is not in default (nor has any event occurred which with notice, lapse of time, or both, would constitute a default) in the performance of any obligation, indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness or any lease or other agreement or understanding, or any license, permit, franchise or certificate, to which it is a party or by which it is bound or to which its properties are subject, nor is it in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely impair the ability of "The Investment Manager" to carry out and execute its obligations under this Agreement.
E.     There is no litigation, investigation or other proceeding pending or, to the knowledge of "The Investment Manager", threatened against "The Investment Manager" or its affiliates or employees, which, if adversely determined, would materially impair the ability of "The Investment Manager" to carry out its obligations under this Agreement.
F.      No consent, approval or authorization of, or filing, registration or qualification with, any court or governmental authority on the part of "The Investment Manager" is required for the execution and delivery of this Agreement by "The Investment Manager".

ARTICLE 8:              CONFIDENTIALITY
A.    "The Investor" and "The Investment Manager" shall treat information provided by either party on a strictly private and confidential basis. "The Investor" and "The Investment Manager" shall take all necessary steps to prevent the confidential information from the other from being misused or disclosed or made public to any third party except as needed to successfully complete the contract or to avoid conflicting claims (and except as may be required in accordance with the applicable law).

B.     "The Investment Manager" shall not use the confidential information provided by "The Investor" in such a way as to Circumvent "The Investor" in the commercial dealings with any and all transactions under contract or do anything to circumvent "The Investor" in such a way as to put "The Investment Manager" at a commercial disadvantage with the suppliers or countries under this contract.
C.     "The Investor" shall not use the confidential information provided by "The Investment Manager" in such way as to circumvent "The Investment Manager" in the commercial dealings with the consignee if introduced by "The Investment Manager", or do anything to circumvent "The Investment Manager" in such a way as to put "The Investment Manager" at a commercial disadvantage with a consignee if existing.

ARTICLE 9:             NON CIRCUMVENTION AGREEMENT
A.    The parties shall not in any manner whatsoever solicit nor accept business from sources or their affiliates that are made available by the other party to this agreement, at any time, without the prior written permission of the party which made the source available. The parties shall maintain complete confidentiality regarding each other’s business sources or their identities and shall disclose such only to named parties pursuant to express written permissions of the party that made the source available. The parties shall not in any way whatsoever circumvent or attempt to circumvent each other or any party involved in any of the transactions the parties are desiring or entering into and to the best of their ability and assure each other that the original transaction codes established will not be altered or changed.
B.     The parties recognize the underlying Operating Agreement to be an exclusive and valuable contract of the respective party and they shall not enter into direct negotiations with such contracts revealed by the other party. Neither party shall avoid payment of due fees, commissions and other remuneration in any way whatsoever. In the event of circumvention by any party whether directly or indirectly, the circumvented party shall be entitled to legal monetary penalty as damages, equal to the maximum amount it should make from such transaction and any and all expenses including but not limited to legal fees that would be involved in the recovery of said damages.
C.     The circumventing party renounces to any right that he may have to claim a reduction of this amount. All considerations, benefits and commissions received as a result of the contract of the parties relating to any of the transaction will be allocated as mutually agreed to.
ARTICLE 10:            THE AGREEMENT
This Agreement contains the entire agreement between the parties and there are not any other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreement between the parties.

ARTICLE 11:            EXPENSES
All expenses, including but not limited to legal fees, bank fees, swift transfer fees, government Taxes, government levies, and statutory obligations including expenses incurred in this transaction shall be taken care of and underwritten by both parties.
ARTICLE 12:            DURATION OF AGREEMENT
This agreement shall remain valid for a period of Five Years (5) from the date of its execution, and can be subsequently renewed by mutual consent for another Five Years (5). This Operating Agreement shall terminate on the date of its expiry or on the date when "The Investment Manager" has returned the fund under the Management to "The Investor", except however that the Agreement is renewed as specified herein-above.
ARTICLE I3:             EXECUTION OF AGREEMENT
Each of the parties to this agreement represents that it has full legal authority to execute this agreement and that each is to be bound by the terms and conditions as set forth herein. Any modifications or changes to this agreement shall be made only by mutual trust and consent and it has to be in writing and duly executed by both parties, which documents shall be attached to the original agreement as an addendum. This agreement shall be binding on both parties and shall be for the benefit of the parties hereto, their heirs, successors, administrators, companies, executors and assignees etc.
ARTICLE 14:            CONTRACT TERMINATION
A.    Either party may terminate the contract should the other side refuse performance of a substantive contractual obligation, but excluding refusal caused by a Force Majeure event. Notification of termination is to occur within 30 (thirty) calendar days following nonperformance of contractual obligations. No termination is permitted should any of the sides excuse their obligations within the stated 30 (thirty) days from the notification date.
B.     Following any termination of this Agreement, "The Investment Manager" shall cooperate reasonably and in good faith with "The Investor” in transferring responsibility for the affairs of "The Investor" to a replacement "Investment Manager" and shall promptly deliver all assets of "The Investor", including all books, records, copies of contracts, and other documents to such replacement "Investment Manager" or as otherwise directed by the "The Investor".
C.     Any payment obligations arising but not satisfied prior to the termination of this Agreement, shall, except as otherwise provided in this Agreement, survive the termination of the Agreement.


ARTICLE 15:            MISCELLANEOUS
15.1 Titles and Headings. The division of this Agreement into Articles and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement.
15.2 Entire Agreement. This Operating Agreement, including other documents referenced herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express, implied or statutory between the parties other than as expressly set forth in this Agreement or the other documents referenced herein. "The Investment Manager" hereby waives any right to assert a claim based on any pre-contractual representations, negligent or otherwise.
15.3 Amendment. The Parties shall, upon reasonable notice of any such proposed modification by the Party desiring the change, confer in good faith to determine the desirability of such modification. Such amendment or modification shall be effective upon the date of the last signature of the authorized representatives of each of the Parties hereto.
15.4 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors. Except as may be expressly provided in this Agreement, neither party hereto may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party hereto. This Agreement and the rights and obligations hereunder shall not be assignable or delegable and any attempted assignment or delegation thereof shall be void and made of no effect.
15.5 Savings Provision. The illegality or invalidity of any provisions of this Agreement shall not impair, affect or invalidate the other provisions of this Agreement.
15.6 Severability. Should any part of this Agreement be deemed void, voidable or unenforceable for any reason, such part shall be severed from this Agreement and the remaining portion of this Agreement shall remain valid according to the declared intent of the Partners hereto.
15.7 Enforceability. The invalidity or unenforceability of any provision hereof, or of the application of any provision hereof to any circumstances, shall in no way affect the validity or enforceability of any other provision, or the application of such provision to any other circumstances.
15.8 Counterparts and Language. This Agreement is written and executed in two (2) identical original copies in the English language, of which each contracting Party shall retain one (1) copy and both counterparts so executed constitute one agreement that is binding on both of the Parties hereto.



15.9 Indemnification. "The Investor", to the fullest extent permitted by law, shall indemnify and hold harmless each person indemnified by "The Investment Manager" from and against any loss, liability, expense, judgment, settlement cost, fees and related expenses (including reasonable attorneys’ fees and expenses), costs or damages arising out of or in connection with any act taken or omitted to be taken in respect of the affairs of the Funds or any Investee, unless such act or omission constitutes fraud, gross negligence, willful misconduct or breach of fiduciary duty on the part of "The Investment Manager", indemnified person, or a material breach by a Fund Manager Indemnified Person of its obligations under this Agreement.
15.10 Notices. Any demand, notice or other communication (hereinafter referred to as a “Communication”) relating to or arising out of this agreement and to be made or given in connection with this Agreement shall be made or given in writing in English and may be made or given by personal delivery, by fax or by internationally recognized overnight delivery or Express courier service. A facsimile communication (Faxed documents) shall be considered original and binding.
ARTICLE 16:            LAW AND ARBITRATION
This Operating Agreement is subject to International Law, ICC rules are to be observed. "The Investor" and "The Investment Manager" will endeavour to settle all ensuing disputes amicably. Either party may serve notice on the other requiring any dispute to be settled within 30 (thirty) days after such notice and, if not settled to refer it to arbitration in accordance with this contract .The arbitration will be heard by one or more arbitrators appointed by mutual agreement of the parties and in accordance with the Rules and the Arbitration Act 1996.
IN WITNESS WHEREOF, The parties have caused this Agreement to be executed by their representatives thereunto duly authorized, as of the effective date of the month of September………. In the Year 2014.
Transaction Code : LGRCI/SMCDE/SIFMA/---0311A:
In the presence of (-Name & Address of Attorney-at-Law/Notary Public -)
with Law Chambers located at ……………………………..
Republic of ……………………………

SIGNATURES AND SEALS
ACCEPTED AND AGREED WITHOUT CHANGE


-----------------------------------                  -----------------------------------
  MOMKA SAMURA                                       CV.LILY AMELIA PUTRI
"THE INVESTOR"                                                  "THE INVESTMENT MANAGER"